One Night
by illusorygentleman
Summary: All it takes for everything to change is one night. Freddie, Carly and Sam find that out in my first story. Rated M for a very good reason.
1. Chapter 1

**I do not own i Carly or any of the other references made in this story. Its for your enjoyment only. I welcome any and all feedback since I'm new at this.**

It was a late Wednesday night in the iCarly studio as Carly, Sam, and Freddie cleaned up the mess from one of their skits. The gag revolved around Gibby diving into a kiddie pool full of chicken salad while dressed a chicken suit, but as humorous as it had seemed in the planning stages, the stench, hours later, was certainly not funny.

"Whose dumb idea was this in the first place!" Sam yelled as she cleaned up the car prop on the far end of the set.

"Yours," Freddie retorted dryly. "It was sloppy, it made a mess, and it was food based. Of course it was your idea, Sam."

"Shut up, geek!"

"Both of you shut up!" Carly yelled, cutting her best friends off from their argument. Ever since the two of them broke up, the sexual tension, despite there never being sex, was getting ridiculous and the two could barely spend any time together for any length of time without a fight breaking out. "Let's all just clean this up and get to bed. We've got school in the morning."

"Fine," Freddie said in a huff. A few moments later, he threw down his cleaning rag, and stood up. "You two came up with the idea, and I'm always the one who gets stuck cleaning up messes. I'm out of here. I'll see you guys at school tomorrow."

"Good!" Sam called out, "We didn't need you anyway."

The door slammed behind Freddie as Sam muttered several varieties of profanity, while Carly sighed, depressed that her two friends just couldn't be around each other anymore.

* * *

Freddie got downstairs to find Spencer watching a documentary about ice fishing on the television. As much as he didn't want to be cleaning or dealing with his ex, he definitely did not want to go home to his overbearing mother. Last time he had checked his phone tonight, she had sent a grand total of 26 text messages desperate for him to come home. Freddie plopped down with Spencer to watch the show.

"Heard the yelling from upstairs, dude" Spencer never took his eyes off the screen.

"Yeah… it's just…" Freddie stopped, focused on the huge fish being pulled out of the ice hole, "Its Sam. It's like… we were kinda friends… then we were actual friends with hidden… no… not hidden… unspoken feelings. And then… we acted on them and just went for it."

Spencer slowly turned to his sister's friend, "Wait… tell me you didn't "act" in our apartment…"

"NO… I mean… not like that. We just made out a few times. Every time I even thought about going for second base, it's like my mom would just show up or call. Or Carly would come around. Anyway, Sam and I just fell apart. We fought all the time, and now we can do the friend thing for short bursts, and then after that we just go at it like cats and dogs."

"So… now you're doing it?" Spencer interjected again.

"Ye- wait… no! Not like that. Stop being a pervert. We never have… 'done it'" Freddie even raised his hands for air quotes.

"Then you probably shouldn't say things that would make me think that… Jeez…"

The two guys remained silent for a while, and then finally Spencer spoke up, breaking the silence.

"You know what I think? I think you and Sam still are crazy about each other but neither of you wants to admit it. You don't want to get hurt and you know Sam… the last thing she wants to do is admit that she has feelings."

"Yeah, I guess… I should probably go back up there and help them clean. Sam and I may be fighting but I at least owe some help to Carly."

Freddie quickly popped up from the couch and headed back upstairs.

* * *

Now that Freddie was out of the room, Sam finally got the nerve to talk to Carly about everything.

"Carls… I'm pretty sure I hate Freddie."

"Shut up… No you don't. You just…"

Sam threw her rag down. "I just what? I just what? Carly?"

"Calm down… I just meant that you and Freddie have some serious unresolved issues that never really got worked out."

"Yeah, its unresolved that he's an asswipe."

"Sam! That's not cool…" Carly trailed off, "…even if he was kinda being a buttwipe when stormed out."

"That's my point. He's being a baby about the whole breakup thing. He got dumped and he needs to deal with the fact that momma wants to move on."

Carly stopped and looked at her.

"You know I hate it when you do that… no one likes the whole "momma" thing."

"Yeah, I don't care… I like it and that's what matters."

After about 5 minutes of silence the two girls finally finished washing down the walls, and were ready to call it a night. As per usual, Sam's mom was busy and Sam had no interest in heading home to an empty house.

"Hey, Carls, you mind if I stay the night… I still have a spare bag around here somewhere right?"

"Yeah, I think so. You gonna take a shower before bed?"

"Nah… I wasn't in the direct line of splash like you were… I just need to change my clothes."

"Oh ok… well, I'm going to run down to Spencer's shower since mine is busted." Carly was going to go downstairs but she was so lazy, she just took the elevator instead.

* * *

Freddie noticed the iCarly studio was empty and after hearing the elevator go down, probably with Sam in it, he was going to head downstairs when he passed by Carly's room and out of the corner of his eye saw a shirt being pulled over someone's head. Though his crush on Carly was old news and he had accepted that they would just be friends, as a teenage guy, he couldn't resist a look at her undressing. It's not like she could see him as she pulled her shirt over her head.

Her skin was flawless. Her legs were perfectly shaped with muscles in all the best spots and curves in all the right places. She was facing him so he couldn't see her ass which disappointed him, but he didn't feel bad as he continued to look up her figure. A tight stomach topped with an amazing rack, and although she was still wearing a bra, it was clearly too small for her and her D's were nearly pouring out. As the shirt came off, her blonde hair glistened...

"Wait…" he said aloud. He realized after a moment that this wasn't Carly, and the fact that he was getting so turned on by Sam threw him. In typical Freddie fashion, he tripped trying to get away from the door and fell, alerting Sam to his location.

"You ok Carly?" She shouted in a rushed voice. "I thought you were getting…" Just getting an oversized shirt on, she opened the door. "WHAT THE HELL FREDDIE?"

"I, um, was coming to help, uhh…. With the cleanup again, and I guess I fell on the top step." Freddy was desperately trying to find a way away from this and hide his erection from his ex-girlfriend.

"You're such a friggin' klutz…" She wanted to push him down the stairs, but she felt bad and offered him a hand up. As she picked him up he got too close to her and she felt his crotch against her leg.

The two locked eyes, as if it was an old west gunfight, and both of them were trying hard to not break eye contact, but Freddie wanted another peek at Sam so bad, and she was entranced by Freddie's erection. Neither of them got to do much with their makeout times, and Freddie always hid his boners so well when they were together she never really got to see what he had.

Eventually, the eye contact broke, and Sam attempted to speak, but Freddie stopped her and went in for a kiss. Sam pushed away for a moment, but just kissing him again woke up every single euphorious feeling she had ever felt.

He pulled away and told her the truth.

"I saw you changing in here, and honestly, I watched you for a few moments. You were just so hot… like in a way I never saw before." He finished that last line by pushing her hair strands over her ears.

She just kind of looked at him… She wanted to punch him for being a perv, but the truth was, she liked it, and she loved the fact that just looking at her had got him so aroused. And the hair thing he did just made her so hot she couldn't take it.

Finally, she pulled him in close to her to kiss him, stopping just short of his lips.

"So you like to watch, huh… Momma likes to watch too. Strip."

Freddie backed away for a second, wondering if this might be some trap that he'd fallen into.

"Come on, Freddie… Carly's in the shower…" She moved to shut the door and block his exit. "You saw me, and this is only fair." She placed her hand on his bulging crotch and whispered in his ear "Please…"

* * *

Stepping off the elevator, Carly tried to sneak past her brother, but he stopped her just short of the shower.

"Did you wash the dishes after dinner like you said you would?"

Carly mumbled a less than emphatic "No"

"Well, I know you've been busy with the cleanup on the set tonight, but you have responsibilities in this house." Spencer hated taking the "adult" tone with his sister, but they had a system that worked and they each had responsibilities.

"Can't I just do them in the morning? I really just want to get a shower and then go to bed."

"No… Carly, you cannot. It's only like four plates and a pan from the spaghetti sauce. At least spaghetti tacos are not that messy."

"Oh yeah Spence… small miracles."

Carly heard a thump from upstairs but shrugged it off as nothing. It was just Sam.. How much trouble could she get in?

* * *

Freddie was under her spell, for sure. His shirt was ripped off so fast that a couple of the buttons popped off. Sam liked what she saw and sat down on Carly's bed to relax and watch the show. Freddie went a bit slower with his pants, slowly lowering them until he was wearing nothing but his Star Trek boxers.

Sam laughed at his nerdy underwear, and Freddie quickly started to redress. Sam told him to stop, and that it was cute. She started to say that they were even now, but just looked at his decent abs confused.

Come here, Freddie… what is that?" She said, pointing at something on his abdomen. He came closer to her, looking for whatever it is that she saw. No sooner had he got close, he realized her ruse. She grinned and pulled down his boxers.

"Whoa, Sam! What are you doing?"

"So, we're not even now… deal with it. I… um… that is your dick. I thought this would be funny, but I am… just kinda thrown by this…"

Sam had seen her share of penises. Her mom's porn collection was not only vast, but it also wasn't really hidden. But this was, one Gibby wardrobe malfunction aside, the first one she had seen in real life. She was drawn to it. She reached out to touch it and hold it… just staring.

"Sam… oooh… I, uh… don't get me wrong. I like this… a lot… but this is Carly's room… and this is farther than we ever went while dating. I mean…. Ahh." Sam had gone from touching and exploring to full on handjob. "You are incredible, but Carly could be back at any minute."

Sam stopped what she was doing and stood up and locked eyes with him, and never broke eye contact. Her overshirt went over her head. Her bra was quickly unclasped. And her panties were pulled completely off revealing a completely shaven pussy.

She stood back up and turned from him, backing up into Freddie, his massive erection pressing into her ass, which was just as amazing as he hoped it would be. She stood there still and silent. Finally, with a sincere and fearful tone she spoke.

"It's your call, Freddie."

He closed his eyes for only a moment. He apparently took too long to respond as Sam pulled away to grab her clothes when he grabbed her and spun her to face him.

One deep kiss later, she just melted in his arms, and they just stood there kissing and exploring for a minute or two. His cock was in between her legs, teasing her wetness with each passing second, as his hands went to work on her breasts, her ass, her back, and her hair all at once it seemed, while he kissed up and down her neck and face, taking a few moments to nibble on her earlobes. She was putty and she wanted him so bad, but she felt so powerless.

The feeling of powerlessness bothered her and she cut the makeout short, pushing Freddie to the bed. He sat on the edge and she began to lower herself onto him, but there was something she really wanted to try first. Sliding the edge of her snatch over his cock made him ache with want, but as she dropped to her knees in front of him, he didn't have to ache for long.

They locked eyes as she nervously took his member into her mouth, tasting a bit of her own wetness at the tip. The taste was nothing like she ever experienced. She loved eating meat, from ham to bacon to chicken to 20 oz. steaks, but this was somehow the best thing she had ever tasted. It was hot and warm and she could not stop licking it like a lollipop. After a few licks she pulled away and grinned at her lover, then dove right in and took his dick as far as she could into her throat.

"Holy fuck, Sam!" Freddie nearly shouted as this girl, who he wanted to punch half an hour ago, deepthroated his cock to the point of nearly choking. She pulled it out and breathed deep, and then went back down. Freddie leaned his head back breaking the eye contact, when Sam reached up and grabbed his chest hairs.

"Ahh… damn..." he looked back down as she gave a look that said to "watch me"

Sam began to go deeper than last time as Freddie moaned; now holding one of her hands to make sure she wouldn't hurt him again. She pulled off and jacked it for a few seconds, catching her breath. Before she could go down again, he stopped her and pulled her to her feet.

"We may never get a chance like this again, Sam… I think we should make it count before Carly gets back." He stood up and swapped places with Sam.

The blonde giggled and lay down on her back, eagerly awaiting what was coming next.

* * *

Carly was standing in the shower and she could swear she just heard Freddie shout, but shrugged it off since he went home a while ago. Still, the thought of Freddie, although he was just a friend, was still kinda hot to her. Ever since he saved her life, she felt like he was this great savior of hers and she had to admit that she was a little jealous of Sam and his relationship. Carly always believed that she was prettier than Sam, so why would Freddie just drop his feelings for her and go after Sam? She looked down at herself and wondered if it was Sam's boobs. Sam never wore clothes that were revealing really, but her boobs were pretty big. At least, compared to Carly's. She ran her hands over her B breasts and wished she had a nicer rack. She was plenty happy with her ass though. All the guys she had dated loved checking out her ass and Sam could not compete with it. She shifted in Spencer's tiny shower and a water jet hit her in just the right place. Thoughts and feelings got triggered and she found herself touching herself, fully imagining Freddie's moans and groans to be in tune with hers. Inserting a finger, she felt wave after wave from her Freddie fantasy that felt so real she could almost feel the vibrations of his moans. Within moments she was blissful… and she still needed to wash her hair.

Both teens were nervous as Freddie prepared to penetrate his friend. They locked eyes and he began pushing into her, inch by inch until he reached some resistance. This was the moment, and Freddy looked into Sam's eyes, as if to say, I don't think we should do this. Sam countered by grabbing his sides and impaling herself onto his member, smashing her hymen.

"Fuuuuuuucccckkk" She winced in pain, but it soon melted away as Freddie pushed almost his entire length into her no longer virgin pussy. She nearly howled but Freddie put his fingers into her mouth to silence her. She sucked on his fingers to keep herself calm as she bucked with each of his thrusts.

"Fuck… uh… Freddie. Remind… me… uh… why weeeoooohhh that's the spot…. Never did this before?"

"Because we never really had… ughhh..a chance." Freddie said with gritted teeth, trying hard to not lose it.

He shifted the position, pulling her legs off the side and wrapping them around his waist, just pounding inside her pussy. He pulled her head close to his once or twice to kiss here during but mostly he just focused on the sweat coming from her tits as they jiggled with each thrust.

"OH MY GOOOODDD FREDDIE… That is the fucking spot…if we had… uh… started doing this, I never would have… dummmm… yeah… dumped you."

Freddie stopped suddenly. "Hold on, it was mutual. We agreed it was better if we broke up."

"Yeah, but it was my idea, so I dumped you, nerd. Momma can't be tied down, you know."

Freddie saw red… he was no longer interested in making loved… he wanted to just fuck the girl that lay before him.

"You already finished… Fredward?"

Freddie pulled out and glared at her… "Not even close..."

* * *

Carly, feeling both overwhelmed with happiness and exhaustion, put on her bathrobe and kissed her brother's head goodnight and headed up towards her bedroom. She heard crazy noises and opened her room's door and found something that nearly gave her a heart attack.

* * *

Freddie thought that if Sam wanted to be a bitch, she could be treated like one. He grabbed her arms and flipped her over on her stomach.

"Wait, Freddie… I'm sorry. I didn't mean to be mean." She was sounding nervous. Freddie liked that.

He moved his grip on her arms so that he was holding them like reins on the feisty girl. Once he was happy with her, he placed his hardened cock at the entrance to her ass… and she began weeping and while he wanted to take her ass one day, he knew today wasn't that day. He shifted down at the last second and shoved his entire length in with one push.

"Aaaahhhhhhooohh… Freddie. I'm soooo sorry I was mean."

He could tell she was scared but she was now completely into it.

"I've been so bad and so mean…"

"I know" Freddie said, still maintaining control in this. An unexpected surprise that made her wet just listening to him. "What can we do about that?"

"I think Momma needs-"

SMACK

"I think that's enough of the Momma thing Sam" Freddie said his hand at the ready to spank her ass again if she misbehaved while his other hand held her arms.

"Fine… let me spell it out. I want you… No… I NEED you to fuck me as hard as you can, and I don't want you to stop until I can't feel my legs…. "

It was all he needed to hear as he fucked the blonde as hard as he could, watching her little ass jiggle as he pounded into it with each thrust. As he held her arms, he had a perfect view of her tits, looking better than ever, shaking with the force.

"AAAAAAaaaahhhhh… fuck… Yeah… uhh uhhh uhuhh..UUUUUUUUHHHH"

Freddie could feel her pussy tightening so hard on his pounding dick that he nearly cried out, but stopped himself to keep quiet.

"Fuck, I'm coming…I'm comingcomingcomingcoming… ahhhh!

Freddie felt like he was going to break the girl as he felt the wetness just pour from her, but he kept his focus on fucking her and that was it. It suddenly dawned on him that he couldn't hear Carly's shower anymore. He let go of her arms which was a relief that Sam could finally support her balance. He used one hand to pull her long blonde hair and the other to put his fingers back in her mouth to quiet her moans as they bucked against each other.

"Uhhh yeah… pull my hair.

They kept this up until he couldn't hold it anymore.

"Sam… I'm gonna cum."

"Fucking finally… I was wondering if guys were really that much harder than girls to get off. My mom won't let me get birth control, so there's no way you can go inside me."

She pulled herself of his cock and dropped down to her knees.

"Mmmm mom…. I mean, I need more of this thing." She wasted no time going down on Freddie, but instead of the deepthroating she had pulled off last time, she just sucked on his cock.. She just bobbed up and down, an experience that blew Freddie's mind. She loved the taste of his dick before, but his dick covered in her juices just made her want it even more. He looked down at what he now believed to be the love of his life, and locked eyes with her as she bobbed her head up and down on his dick, sucking like a possessed vacuum. He felt a rush unlike any masturbation he'd ever committed. He came so hard inside her mouth that he thought he was going to pass out.

Sam had never had cum and immediately loved the taste, swallowing it almost as fast as her lover was supplying it, and some dribbled down her chin.

She looked up, cum dribbling down her chin and she smiled, "How do you think Carly's going to react to this?" Freddie asked wiping the cum onto his finger and feeding it to her.

"I don't know Freddie, how will I react?"

"Oh fuck…"

* * *

Halfway across town, Gibby was brushing his teeth with one hand and eating a sub sandwich with the other. For Gibby, this was entirely normal. He still felt bad for running out right after iCarly since he made such a mess, and he considered heading over there to help clean or at least to apologize for not doing the cleanup. But then again, he had DVD's to watch. Eh, he thought, I'll do it tomorrow.

* * *

Carly Shay stood at the door to her bedroom with her arms crossed, staring at her two best friends, naked and sweaty. Her lips were pursed, and as hard as she tried not to look at them, she couldn't help but see everything, no matter how hard they tried to cover themselves.

"You… couldn't do this on someone else's bed?" She mumbled.

"Carls-"

"No, Sam!" Carly snapped. "This is just some 'Carls' thing where you say something witty or ridiculous and I just forgive you!" Her eyes darted over to Freddie, slowly getting dressed. "Either of you."

Silence fell on the room, as the two teens who were going wild 10 minutes ago, did the best they could not to look at each other, and certainly not Carly. So, pretty much it was just the floor.

"I can't even sleep in my own bed now…" Carly said, looking at the rumpled bedspread that covered her bed.

"Actually," Freddie said, "nothing happened IN the bed, and it was pretty much just this side and corner here. I think-"

SLAP!

A flash of red in the shape of Carly's right hand now appeared on Freddie's cheek in an instant.

"Shut up!" Carly screamed again. Clearly, this was a highly volatile situation. "This is just like the time I saw you guys kiss, and I had to keep it a secret… or the whole relationship where I played referee. Its like you two just have all these issues that I have to clean up after and I'm tired. Freddie… I'm really disappointed in you… I thought you were smarter than this. Please just go home."

Freddy started to speak but Carly shushed him. He grabbed his clothes and headed out the door, shutting it behind him.

He took a moment to put his clothes on outside her door, and listened in to the conversation on the other side of the door.

"Carly, I'm sorry. It just sorta happened."

"It just 'sorta happened', huh? Were you just fighting, without clothes on, in the my bedroom and his…" she stopped and whispered the next word," dick… fell right into your… area?"

"Yeah… I mean, no. We just… we just had a moment that just went way too far."

"You're damn right it went too far…" She finally moved to the bed and started messing with the comforter, to which she finally just threw it off the bed. "Did you ever think about the fact that I… wanted to be with Freddie?"

Freddie was psyched to hear what he just heard. Carly wanted him. All the shame he felt from what happened with Sam just melted into arousal. Now, all he could think about was Carly in her bathrobe, and what she looked like outside of it.

"I told you after you two broke up that I was still into Freddie, but you still went and did this?"

"You never told me that!"

"Yes, I did… get dressed." Carly paused and just looked around her room. "I told you right after the breakup that I was happy you guys split up because Freddie was available."

"I thought you were kidding, Carls… why would you want him?"

Freddie winced on the other side of the door, accidentally hitting his elbow on the door.

"Spencer?" Carly called out.

Freddie tried to move to the steps but Carly opened the door and saw him.

"Freddie, you should have gone home… what did you hear?" carly said, semi-inviting him back into the room

"Umm… nothing." He got a glare from both girls, which made him wish he had just bolted. "Fine… I heard that you said you liked me." Carly turned her head away to avoid his eye contact. "I also heard what you said, Sam. Not cool."

Sam was less shameful in her reaction. "Whatever… you got to fuck me, what do you care?"

Carly glared at her friend, and Freddie was taken aback. "I'm sorry Sam, but that happened because we care for each other. It wasn't some hate/angry sex thing… it was two people who love each other doing something special-"

"OK… super great… my friends are in love and I will die alone…Both of you should just get out-"

"Wait, Carly." Freddie said, putting his hands on hers. "I don't just love Sam… I've been in love with you forever. Us all being friends just made the possibility of dating uber complicated, as Sam and I found out when were together." He stopped short to see if either of them caught his word slip. "I mean, as in the dating thing… I just think that it keeps things unbalanced, and our friendships and relationships need to have that balance. Everybody doing what they want to in this thing."

Carly stood there, unsure of what her friend was really implying, but some part of his message just resonated with her. And it made her feel… good. Maybe it was being so tired, or the unfinished feelings she was going through in the shower, or maybe it really was her feelings for Freddie boiling over.

Carly stepped over to shut the door and once it was shut, she pulled the side of her towel, dropping it to the floor, revealing her naked body. She could see within moments that Freddie was into her from the bulge in his pants. But how could he not? Tight body like hers and not huge but perfect tits for her size, and her long dark hair, now dry, covered just below her nipples. She was shaved downstairs, with a little trim triangle shape leftover. She slinked toward Freddie without a word, taking a moment to turn slightly so that he could get a perfect look at her ass.

Freddie was speechless. He never imagined for a moment that things could turn into this, and while he didn't hate it, he was really cautious of this whole situation. Sam, on the other hand, was pissed. She had Freddie wrapped around her finger only a bit ago, and now he was practically drooling over her best friend. She wanted… no, she needed his attention back and she knew there was only one way that that could happen.

"Well..." Carly said," do I look… like you imagined?"

"Yeah, I mean, you…"

"Am I hotter than Sam?"

Freddie just stared, mouth agape, unsure of what to say.

"It's not a hard question…" Sam said stepping into Freddie's line of sight, completely naked. Her blonde hair certainly couldn't covered her tits like Carly's, but Freddy didn't mind at all. Sam's breasts still glistened a bit from the sweat from their last session. But for all her hot body had to offer, it was the hunger in her eyes that drove him insane. "Is Carly hotter than me?"

Freddie might as well have been brain dead from the hot overload.

"Sam, I think you broke him…"

"Me? You're the one who just drops everything and started this whole thing. With your cute ass wiggling and shit."

Carly just stopped for a moment, taking inventory of the situation, and inventory of her naked friend, who she had never seen quite this way.

"You really think my ass is cute?" she asked, fishing for compliments, reaching out to grab Sam's hand.

"Yeah… I, um, do… I like a lot of things about you." Sam leaned closer to play with Carly's hair, knowing full well that she was having just as much effect on Carly as she was on Freddie. Sam's hands started to drift downward toward Carly's ass.

"Oooh… Sam! Um… I'm not sure about this." She may have been saying no, but her body was screaming yes. Her breasts were getting goosebumps and her nipples could not have been harder. And if the moisture she felt at the edge of Carly's ass was any indication, her pussy was getting pretty wet.

Sam responded quickly with a deep kiss while her hands explored Carly's warm virgin body. She knew Carly hadn't gotten past first with any of her boyfriends so everything here was all new to her.

The kiss broke Freddie out of his trance, and he debated within himself whether he should have a seat and watch the show, or join in, Pretty soon, his decision was made for him.

Noticing that their mutual interest had snapped out of his confusion, the girls grabbed an arm each and pulled him into their makeout session. Their lips all hit in unison and their tongues explored the shared space that was each of their mouths. This could have continued for hours, if it wasn't for Freddie's cell phone going off.

Not surprisingly, it was his mom. Again. Calling to find out where he was and probably to remind him of something weird, immature, or gross. Not wanting to risk ruining the mood, he grabbed the phone and tried to snap it in half. Of course he failed, but Sam had a better use for it. She knew Freddie's mom wouldn't stop calling so she set the thing to vibrate and put part of it in her wet pussy. Within moments, her moans were so strong, Freddie almost came just from listening to her.

Carly, seeing that her friend was now a whole new kind of busy, tackled Freddie to the bed. Within moments, the slim teen had stripped her friend's clothes off and could not get over how muscular Freddie's chest was and couldn't stop touching it. Pretty soon, Freddie was just left in his boxers and Carly wanted to take her time with this next part. She had only seen two penises in her life- her brother's once in a bathroom accident, and one she saw in a movie she spied Spencer watching late one night.

Sliding his waistband down, she experienced all five senses very quickly. Carly was first overpowered by the scent of his and Sam's session, and as much as it upset her, she was unbelievably turned on by the scent. She wanted all this for herself. The second sense to get assaulted by what was waiting for her in his underpants was her sight as she glimpsed Freddie's raging hard-on. It was somehow bigger than she thought it was when she saw him with Sam. It was at least the size of the one from the porno movie. She couldn't help but reach out and touch it, which was met by her getting to hear his moans and groans. She may have never touched a dick before, but she knew the drill and she had heard enough people talk a bout handjobs. And given the looks and sounds he was making, she wasn't too bad at it. Finally, she went for the sense that she was most afraid of having: taste. She was so caught up and horny, she didn't think twice when she had the urge to put his cock in her mouth.

If Freddy thought Sam had a natural talent for cock sucking, then Carly was like the prodigy of the activity. Her soft luscious lips and the suction her mouth was giving pushed Freddie over the edge in absolute euphoria. Neither of them noticed that Sam was finished playing with the phone but when she joined them on the bed, she made herself more than noticeable.

She crawled and situated herself over Freddie's face, allowing him to lap up all the juices his mother's call had brought forth in Sam's aching hole.

"Yeah, Freddie… you… face." Try as she might, she couldn't come up with something witty, insulting, or even funny when he had his tongue assaulting every angle of her slit. Sam shook so hard from the waves of pleasure, she could barely form a complete thought.

Knowing that Freddie was distracted again by Sam, Carly picked up the pace, bobbing her head on Freddie's cock, trying to take more into her mouth with each movement. Freddie may have been eating out Sam, but he wasn't against helping Carly get his dick deeper in her throat. Aiming some thrusts when she went as far down as she could, he pushed his dick deeper into her waiting mouth. This process continued harder and faster until he was practically face-fucking his best friend, a situation she didn't hate.

Sam, ever the competitive one, leaned down, giving Freddie more access to her pussy, but her main goal was to get some of what Carly was having. She pulled the brunette off the dick by her hair and began kissing her, getting not only Carly's saliva, but also the lingering taste of the sex she had with Freddie. She moved her face down and started bobbing her head up and down on Freddie's dick, trying to match what Carly was doing for him, and she was doing a fine job. Her moans from his pussy eating sent strong vibrations from her mouth into his rock hard cock.

Carly began sucking on Freddie's balls but quickly moved back up to his shaft and began making out with Sam through the dick. Their tongues wrestled each one giving wet lashing to the cockhead between them. Sam pulled away quickly as she felt her pussy nerves contracting like mad as she came harder than she ever had before, leaking all her juices onto Freddie's face before rolling over to recover.

The teen tried to wipe as much of the pussy juice as he could into his mouth while his mouth recovered, but Carly wanted, once again, what Sam had and she lunged to get her pussy licked up just like her best friend's. Freddy may have been tired, but Carly's pussy was so delicious, he couldn't help himself. Her virginal juices were so much more succulent than he could have even imagined.

Carly was experiencing feelings she had never felt before. Her body was convulsing in ways she didn't know it could and her brain was pretty much mush. She just had one thought on her mind and that was to finish Freddie off. She wanted Freddie's cum and she needed it now. A supreme blowjob plus a lot of moaning would assure that would happen very soon. She was practically screaming into Freddie's cock as the teen burrowed his face into her pussy, grabbing hold of her perfect ass to get as deep as humanly possible.

The 69ing continued for a few minutes until Freddie got a little adventurous. Being so close to her asshole, he began to lick around it and finally explored the edge of it with his tongue. It was such a different feeling for Carly, that she jumped a bit, forcing Freddie's cock to go so deep into her throat that Carly's bottom lip met his balls. It was a chain reaction of events that led to Freddy getting shocked by how far his cock was into her throat that his tongue went into her asshole.

Pulling off to take a breath, Carly wheezed, "Did you do that with Sam?"

"No… I never went near her ass." Freddie said, as if he was a bit disappointed.

Carly shifted her body up and over Freddie's cock, questioning whether to give up her virginity to Freddie, and as ready as she was at that moment, she wanted to do something that Sam hadn't. Pushing her abdomen forward, his spit covered dick went slowly into Carly's ass. Half an inch in, Carly looked and felt like she had made a huge mistake with this, but the look on Freddie's face was worth it.

Freddie had never felt anything so tight in his life as he pushed bit by bit until all seven inches were deep inside her bowels. Things started off slow at first, but once they got going it was an incredible experience. While she rode him hard, his hands explored her torso and of course massaged her breasts. Rubbing his thumbs over her nipples, Freddie was in heaven. Carly, now that she was building up a good pace with the cock in her ass started rubbing her pussy furiously, pushing her fingers in. Moving one of Freddies hands to put his fingers in her mouth, Carly felt like every single hole was being filled at once. Within moments, Carly, began to convulse and come, and Freddy was not far behind.

"AAaaah Carly, I need to come. Should I-"

"No… I want to swallow your samen like Sam did."

"Nice… wait… did you just say samen? You know its-"

"Shut up… I knew that… I… just said… Grabbing Freddie's cock with her hand and getting into position, "Listen! I want to suck your cock so hard that you fucking cum, alright!"

The sudden burst of hot profanity did it for Freddie as he shot streams of cum all over her face, getting a bit in her mouth. Freddie may have felt bad, but there was something surreal and amazingly hot about his dream girl's face covered in his jizz.

"Ummm… sorry, Carly."

Carly winced, and couldn't do much more than smile, her lover's cum splattered all over her face. She took her hands and wiped it all off into her fingers and licked each one clean. She didn't even care that her shower was for nothing, now that she was sweaty and her hair definitely had some cum in it.

Freddie just laid back, completely drained and was quickly spooned by the half asleep Sam. Carly got on her hands and knees and crawled to the top of the bed.

"Don't be sorry about coming all over my face. Be sorry that we're all exhausted and you never even got to make me a woman." She leaned in close to the near comatose Freddie and whispered, "If you thought my ass was amazing, can you just imagine how tight, hot, and aching my pussy is waiting for a nice hard cock?"

Carly then smiled and nuzzled into his body shape, allowing Freddie to spoon her as Sam was spooning him. Freddy stayed awake for nearly an hour thinking about Carly's words.


	2. Chapter 2

Carly woke up hours later, in a complete haze, and looked over at her bedside clock. 6:00AM… she was due to wake up for school in 45 minutes. To be honest, she was still unsure if last night had actually happened, and that that if she turned over to look, it might actually be real, or worse, a dream.

It wasn't courage or even curiosity that made Carly turn over, but a freak out over a sound she was hearing. She slowly turned to see her best friend, Sam, jerking off Freddie, and licking it up and down. Guess that answers one thing, Carly thought, but now what? Last night was exhausting, and as uncomfortable as she felt from Freddy being in her ass, saying what she said to him, made her feel incredibly dirty. The whole night was also the best feeling she had ever had. Clearly, she was torn.

"Ooooh… come to Momma…. I need some more of this cock." Sam growled as she began to go down and fully take his member into her mouth.

Freddy remained motionless, despite Sam's strong language and even stronger actions, and it suddenly occurred to Carly that Freddy was still asleep. As wrong as this seemed… like he was being taken advantage of… she couldn't help but feel a little turned on. She wasn't sure if it was the naughtiness of his being asleep, watching her best friend just devour a penis that was just inside her, or the penis itself and all the thoughts and feelings it brought with it.

"Screw it…" Carly said, shrugging and moved her own head to Freddie's cock. She took her hand and put on Sam's face, bringing her close so the two girls could kiss for a moment. Sam may not have had a dick, but making out with her was still really arousing.

Sam pulled away from the kiss, just grinning. "Nice, Carls, didn't know you were actually into this sort of thing."

"Well, maybe I had a change of heart," Carly grinned. "Or maybe it was a change of other areas." With that, the dark haired teen dove down on Freddy's cock and began bobbing her head up and down. Every once in a while, she would stop and go as far down as she could, getting his dick so far down her throat she felt like she could pass out. She felt a hand on the back of her head, and pulled her back up by her hair.

"That was mine first, Carly" Sam took her place, bobbing up and down on the cock, until she, herself was pulled back up.

"We can… share…if you want." Sam laughed, but didn't hate this idea and began making out with Carly, slowly lowering their faces onto Freddy's cock, each licking and sucking on their side.

"Man, Freddie sure is a deep sleeper…"

"Oh, he's not sleeping, Carls. I made a bet with him, that if he pretended to be out, I could get you to do this."

"WHAT!"

"It's true." Freddie said from above the girls. This response was quickly met with a slap, as Carly rose up, feeling used.

"Oh come on, Carly, don't be upset. It was my idea, and you have to admit you were really into it."

"Well, I don't like being lied to."

"Ummm… no one lied to you. You just assumed he was asleep. That was on you."

Carly lay there, looking her two best friends over, and trying to stay mad, but she couldn't.

"Fine… I can't really argue with that."

"Good deal," said Freddie, "it would be a shame to let all that work go to waste."

"You don't ever have to worry about any of that going to waste… I definitely would have taken her portion." Sam chimed in.

"You did tell Sam where your penis was last night, right?" Carly said, hoping to get a little revenge.

"We didn't really talk about it… I figured you two just screwed, and passed out like I did. Why the fuck should I care that your pussy was on it. I was down there too, you know."

"Sam…" Freddie tried to speak.

"That is pretty much what happened, Sam, but… like I said, "where" is the big thing…"

Sam went pale for a second, realizing the facts, and punched Freddy.

"Ow… again… not my fault. Carly wanted it."

"Just be quiet and be thankful that I really don't know if I can go a day without having your cock." Sam began pumping his dick with her hand, squeezing a bit tight whenever he spoke up.

Seeing how wild Sam was getting with Freddie made her really jealous. She wanted Freddie just as bad but she was too shy for the way Sam was. She watched her blonde friend get on top of Freddy, allowing his cock to enter her and Sam's body just went electric with the feeling of pleasure.

"We can't do this, Sam… I'm really close."

"…. Ugh… you soooo owe me for this," Sam said, climbing off, "but you better cum in my mouth." She got up and moved to the side of the bed, getting on her knees, awaiting Freddie's reward as he prepared. Carly wanted in on this and raced over to sit in front of Freddy's cock and get some for herself.

Sam glared at her. "What? I worked hard for this." Carly said, smirking.

Freddie began to jerk it hard and fast for the waiting faces and mouths, as Carly and Sam began to rub their pussies, until finally the moment hit and he just exploded, sending cum all over both girls' faces, getting quite a bit in Sam's mouth and plenty on Carly's face. It didn't have time to sit there, as Sam tackled Carly and licked most off of her face, leaving only a bit for Carly to get.

"That wasn't fair, Sam." Carly said, thrusting her tongue into Sam's mouth getting what she could out of her best friend's mouth. After a while, it wasn't even about the cum anymore. It was just two girls making out on the floor and rubbing all over each other, desperate to get off like Freddie had.

Carly lowered her head to Sam's chest and began caressing and sucking on her best friend's breasts. There was no question that Sam had an amazing rack that made Carly just as jealous as turned on. Guys would be all over her for her D's if they weren't afraid of her. Carly continued nibbling on her nipples for a few moments, as her hands began to rub Sam's inner thighs, barely touching her most sensitive of areas.

"Fuckin' A, Carly… quite teasing me… you're as bad as Freddie was." Sam grunted.

Taking direction well, Carly went lower on Sam until she was face to bush with Sam's pussy. She'd never gone down on a girl before, but in that moment, she couldn't think of much else she'd rather do than to eat Sam out. Licking as deep inside Sam as she could, she tried to hit all the areas, she herself loved to feel.

"Aaaahhhhhh… Carly… I… this is sooo ama… amazz… fuck it… just don't stop." Sam almost screamed, her hands on Carly's head, pushing her deeper into her crotch.

Carly continued to eat Sam out and began to grope her tits as she licked deep inside, sliding her tongue over what had to be Sam's clit. She knew she was right when Sam nearly pulled her hair out trying to push Carly's face further in, aching for release.

Sam didn't have to wait long, before she had a mind-blowing orgasm that, if it wasn't for a nearby pillow to cover her mouth, she would have woke everyone a block radius up.

The girls switched places, and Sam grabbed a firm hold of Carly's ass before she went muff diving. Sam was like a wild animal in Carly's pussy, and Carly had to hold on to the side of her bed to keep from falling over. She'd never felt anything quite like this, and she was enjoying it.

All the moans from both girls got Freddie going again, and as soon as Carly saw that his penis was working again, she motioned him to come to her. Without missing a beat, Carly took his cock into her mouth, moaning almost nonstop as she blew Freddie. With his cock in her mouth, her hands, like Sam's had been, in the hair of the person performing oral sex on her, Carly felt that this was indeed a perfect moment.

The moment only got better when Sam, lifted Carly's ass a bit and began to tongue her asshole, and given the moan, almost scream of Carly, Sam began a process of switching between the two holes for her oral assault.

With all that reaction, she couldn't keep Freddie's cock in her mouth enough. Freddie pulled himself out and moved over towards Sam, hoping that he could get a good angle to fuck her again, when Carly's alarm went off.

* * *

Spencer's alarm went off at the same time, meaning it was time to get up and make some breakfast and get Carly off to school. Spencer just sat up in bed and thought about how great of a night's sleep he had gotten. He was out cold all night. Above, he heard Carly moaning and groaning.

"Its fine, kiddo!" Spencer shouted towards the ceiling, "Its just school… like you go to every Thursday." Spencer chuckled to himself as he heard her curse several times, and started stretching. "Is there anything you want for breakfast, Carly?" he called out again.

"Ummm… no, don't worry about anything. I'm fine" he heard Carly call back hurriedly.

"Spencer, I wouldn't mind some ham!" Sam interjected. A short second and an "ow" later, Sam yelled back, "Nevermind." I'm good too."

"Ok, fine girls. I'm just gonna go ahead and grab a shower then. See you down in 15." Spencer said, heading into his shower. He must have been still a little groggy because he could swear he heard a guy's voice.

* * *

Once they heard the shower turn on, the teens were panicked. How could they clean up and get to school on time without anyone noticing? Freddie, finally snapping out of the sexual stupor he spent the majority of the night in, came up with a plan.

"I will take the elevator down and go to my apartment, and I'll be set. I just have to get by my mom. There may only be one working shower, but you could probably clean up the bathroom sink here." Freddie may have been a nerd at times, but he was pretty good at planning. He quickly got dressed and before walking out the door, he stopped. 'And before the question is asked, what happened here is a big deal, but we don't need to talk about it until later. But let me say this… I love you both." And with that, Freddie was gone.

Sam and Carly, exchanged looks and then moved into Carly's bathroom to clean up as much as they could, remaining silent the entire time. Amazingly, they managed to pull it off and not look totally awful. Sam had stayed over enough times that it was nothing new for her to have spare clothes in Carly's closet.

The two girls came downstairs, meeting Spencer as he was coming out as well. Everything seemed like it was fine and no one was going to get into trouble. Then the screaming from across the hall started. Spencer and the girls used this time to leave the apartment.

* * *

The teens met up in the halls at school almost an hour later, and while they tried to pretend that everything was normal, it was clear that it wasn't. Both girls looked like they had seen better days, and while Freddie looked fairly nice, both of his ears were a bright red, thanks to his mother pulling on them for never coming home the night before.

"Nice ears." Of course Sam was the first one to speak up and of course it was an insult.

"Yeah. Mom was pissed I never came home." Freddie said, in a monotone, looking straight forward.

The three stood at the lockers avoiding eye contact and trying to focus on anything else.

Carly broke the silence, "I hear we have a quiz in Mrs. Jacob's class. I guess we should get some studying-"

"I think we should fuck again. Soon. Like hours from now. At most." Sam interjected, to her two horrified friends. They just stared at her. "What? I said "we." Not me and Freddie or me and Carl-"

"We heard what you said." Carly said in a hurried whisper. "We just can't believe you said that. Here. At school. Where we do school things." She almost looked as if she was going to cry.

"Carly's got a point, Sam…. I mean, last night was seriously… something. But maybe we shouldn't talk about this stuff for a while and let everyone just cool off. Just for a few days."

Sam was getting frustrated. "A few days? Last night was arguably the best night ever and I seriously don't think I want to go a day without being with either one of you." Sam began to back down, afraid she may have exposed a bit too much of her feelings. "I'm just as freaked out as you two, but I could not be happier to have done it all. I mean, are you guys ashamed?"

"Well," Freddie began, but the bell rang.

The three shared a glance before Sam pushed Freddie against the lockers, looking almost devastated. "Whatever. I will just talk to you guys later." And with that, she went towards class.

Carly and Freddie followed soon behind, and took their seats in history, leaving the locker hallways completely vacant. Well, almost vacant.

Gibby had been stuffed in a nearby locker and managed to overhear the whole thing. His mind began to race with what could have happened and what that kind of knowledge could mean. But then, he thought about how jell-o worked, and forgot all about the locker talk.

* * *

Mrs. Jacobs had split the teens up at the beginning of the year so it wasn't until third period that the three kids had any interaction with one another. Not surprisingly, all of them seemed rather distracted in all their classes. All three, even Sam, spent the previous class writing notes to one another, though they were not immediately delivered. Sam wrote to Freddie, who wrote to Carly, who wrote to Sam. They never planned it like that, but it worked. Sam was never one for words, so her note was short, but it got top the point:

Freddie,

I've hated every moment I've spent with you since we broke up until last night, and now I'm pretty sure I'm in love with you. Or maybe I'm in love with sex. I just don't know, but I do know what I want. Truth is, I want you right now. So what's it gonna be?

Sam

Freddie was a bit more poetic, though a lot more wordy:

Dearest Carly.

Last night was something fantastic, and I know you were upset at first, but you came around. Sam and I got really out of hand and I don't know how to apologize for disrespecting your room, but hopefully we made up for everything. I don't really understand what exactly happened that made us all do what we did but strangely, I don't regret any of it and I kinda agree with Sam that it's something that should happen again. My problem is going to be my mom, so I think I'm going to move out again. I think it would be cool if you and Sam spent your nights with me. I know it's kinda crazy but I think we could really make this work. I can't stop thinking about what you said before we fell asleep and I've kinda been driving myself crazy thinking about it. I mean, it's a serious decision to make and it's something to do with someone you love, and I know that I love you but I don't think the feeling is shared. I want nothing more than to be your first, but I don't think that should be what happens. I don't know what I want or need but I just needed to tell you this stuff. Plus, I figured writing to you would help me figure out what to say to Sam. No luck.

Love,

Freddie

Carly's note was a few ounces heavier from almost a full bottle of whiteout. Try as she might, she could not write what she wanted to Sam. Her end result resembled something like this:

Sam,

Last night was all kinds of wrong. But I also kinda liked it. Everything with Freddie was great, but you and I seemed like a thing that went really great. I don't know what that means, and I'm not saying we should do it again, but you might be right that it was not a bad thing. I think we should all three talk after school.

Carly

The notes were exchanged as soon as they got into the classroom, all three sharing a look as each of them got a note. They sat reading the notes for a while, rereading all the words over again, each unsure of what to say or write back with.

Sam, as usual, broke the silence. "Now. Not later."

Carly knew what she meant, but given what Freddie had just read, he thought that Sam was talking about the two of them getting together.

"Ok." Carly and Freddie said in unison. There was time to slip out before the bell rang and class started, they just had to be cool about it.

Carly and Sam walked out easily as if it were a regular bathroom break, but on the way out Freddie got cornered by Principal Franklin about joining the upcoming Academic Bowl, and he watched in distress as the two loves of his life went into the girls' bathroom together.

* * *

As soon as the door closed behind them, Sam was already pouncing all over Carly, the two completely intertwined with one another, kissing incessantly on the girls' room couch.

"Shit, Carls… I cannot tell you how happy I am we are doing this right now. I have spent the entire school day about as wet as possible. It's not the easiest thing to control."

"Yeah, I can't disagree that this was worth doing." Carly said, lifting her shirt off, which Sam matched within moments.

Carly began feeling up Sam's chest through her bra, kissing her neck. Although she was way more shy than Sam, there was something that seemed uniquely right about this whole situation.

Sam reached around, putting her hands inside the waistband of Carly's pants and underwear. Sam knew she wasn't gay, but she could not imagine a better ass than her best friend's. Sam's whole body felt like it was on fire. Within moments she had completely stripped down to just her underwear, never missing a beat as she manhandled Carly's ass and assaulted her mouth with her own.

Using this open access to Sam's gorgeous chest, Carly began sucking on the blonde's warm tits, paying close attention to her nickel-sized areolas and nipples.

Sam leaned her head back in ecstasy as her best friend worshipped her breasts with her mouth. Sam began to undo Carly's bra releasing the budding B cup breasts free, and moving onto her pants and undoing those as well. Once the button and zipper were down low enough, Sam was able to get her hand in, letting her fingers to some magic.

It was instantly effective according to Carly's body language, her body shaking violently at the blonde's touch, as she moaned into the D's that Sam had. Carly didn't know if sex made your breasts grow, but Sam's certainly seemed bigger in 12 hours. Carly would have spent more time thinking about it, but her brain was in complete shock. Carly had never really had the lesbian urges she's experienced in the last 24 hours, but the more action she was getting, both physically, and in her mind, the clearer that picture was becoming. She thought about Freddie's note and how nice it was that he was taking her feelings into consideration, but she really did want him inside her, it for nothing else than to stimulate her when Sam wasn't around. She snapped out of it when Sam inserted another finger inside the nubile teen.

"Oooooohhh…" Carly moaned into Sam's flesh pillows, prompting Carly to get in on the fingering. "This feels so goooooooddd…" she whimpered.

Sam's moans were a bit louder. Carly had managed to hit the sweet spot on her first try and the girls began to moan into each other's mouths as their fingers pumped in and out of each others wet holes.

"Fuckfuckfuckfuck…" was all Sam could muster as the pleasure was getting more intense. "Hold up, Carls." Sam said, stopping abruptly.

It was like waking from a dream for Carly. "What is it?"

"Freddie should be here too… I feel kinda bad that this is an "all of us" thing. Maybe we should stop until he gets a chance to get with us."

"Or….," Carly said, semi seductively, "we play a game, and whoever wins, gets Freddie first."

Sam's interest was peaked. "Go on…"

"First one to cum, loses and the one who makes her cum gets Freddie's cock."

Sam was kinda taken aback. She'd never heard or imagined Carly using this kinda language, and even though it made her awfully hot, Sam felt a bit unsure about letting someone else be with Freddie. Let alone, Carly, who Freddie had been in love with forever. But, she thought to herself, Carly is pretty easy to get. So I'll make two people come… more for me.

"Deal." Sam said putting her hand out to shake, which quickly moved to Sam crouching in between Carly's legs, ripping her panties off, and eating the dark haired girl out.

"Hey… no… fuuuuhhhh-air" Carly sighed, trying to move to a 69 position that would work for both of them. Within moments, they had it, and each moaned extremely loudly into the other's wet pussy. Each put their tongues to serious work, hitting all the right spots. The two were in ecstasy, and after a while, neither really cared who got the first crack at Freddie.

That all changed was Carly, once again, found Sam's G-spot and had the blonde writhing around in pleasure, nearly screaming if it weren't for her devouring the amazing pussy in front of her. Once Carly found the spot, there was no contest, and Sam, with an orgasm that might have just made the school shake, came hard onto the face of her best friend.

"Looks like I won" Carly said, sing-songingly.

"You certainly did…" came a voice from behind Carly.

* * *

Freddie stared in awe at the two girls, sweating and naked, not saying much beyond smiling through some "Wow"'s.

"It's about time you got here. What the hell happened that held you up?" Sam had clearly gotten through the afterglow stage.

"Funny story. Franklin was talking to me about academic bowl so I couldn't leave before class began, so I had to fake bowel distress-"

"That's about enough of that, Freddie." Carly said quietly. She gave him a seductive look and began walking towards him talking in a hungry tone. She grabbed a nearby chair and put it under the handle so that door couldn't be opened. "So, Sam and I had to start without you, but it gave us a chance to… talk." The last word echoed in his mind as she whispered it into his ear. She began to unbutton Freddie's shirt, going on, "We actually came up with a game."

"A game? Like a sex game?"

"Yeah… whoever got the other off first got your… big… hard… hot… cock." Each word was punctuated by Carly kissing down Freddie's chest until she got to his pants. Within moments the dark haired teen had tore his pants off. "And as you can…" she trailed off as she removed his boxers, revealing her prize. "see… I guess I really did win."

In one movement, Carly swallowed Freddie's member whole, adjusting herself onto her knees for easy access and her head bobbed up and down on Freddie's slowly hardening member and he had to hold onto the sink for support. Freddie put his hands on the back of Carly's head, grabbing her hair whenever she deepthroated, which only encouraged her to do it more.

Sam sat still on the couch, being annoyed and jealous, but the more she watched her love be pleasured by her best friend, the hotter it made her. She began to finger herself slowly.

"Oh shit, Carly," Freddie muttered as she managed to get his fully erect dick all the way down her throat, and after his hands holding her head there she finally managed to pull back and take a breath. Freddie thought he would blow right there, but he held out.

Carly could see that Freddy couldn't take much more, and stood up and spun around, backing herself into Freddie's body so that his cock sat nestled between her legs, rubbing its entire length along her entrance. A sight that made Sam even hotter.

Freddie rubbed his hands and arms over Carly's midsection, ending with a focus on her breasts. The dark haired teen reached her arms above her head to wrap around Freddie's neck, giving him easy access to kiss her neck, with each kiss making his cock jump, a feeling that got Carly even wetter. She knew exactly what she wanted in this moment.

Carly pushed Freddie back a bit and bent over slightly, revealing her pussy to Freddie, and used her fingers to run down its side. "Its all yours," was all she said, and it was all he would have heard anyway.

Freddie wasted no time entering her, but stopped when he hit some resistance.

"Carly, I know what I said, but this is a big deal. I don't want you to regret this."

"I just got Sam off for the sole purpose of having you to myself. I think it's clear what I really want. Now just get it over quick, so we can actually fuck."

This was all the answer he needed as he gripped her sides and pushed through his best friend's hymen, which elicited a pained shriek from Carly, but it quickly subsided into bliss. Carly had masturbated a number of times and even had this same cock in her ass, but she never imagined that she could feel this full, and Freddie's cock stretched her out in ways she couldn't describe.

Freddie may have deflowered another girl in the last 24 hours, but Carly's pussy had to be three times tighter than Sam's and he could barely push himself completely inside. After a few thrusts back and forth, he managed to fit inside her completely.

Carly grasped the sink basin as best she could, eyes nearly in the back of her head as Freddie entered and exited her and a pretty slow pace. How could Sam and he have been going so fast? I'm about to split in half, she thought.

As she watched her best friends make love before her eyes, Sam became increasingly angry, and by proxy, increasingly horny. A bet's a bet though, she thought, inserting her fingers deeper and quicker inside herself as she watched.

Freddie must have read Carly's mind, as he increased his pace, pounding the poor teen's pussy faster and harder with each passing moment. He saw that her knuckles were white from gripping the porcelain sinks so tightly. He grabbed her arms and pulled them off and took her hands into his, keeping her in place. He saw this move in an adult movie once and just wanted to try it. Using her arms as a way to pull her into him, he put Carly, nearly senseless from the overload of pain and pleasure all at once, completely at his mercy.

The two continued the activity, until he felt Carly's body shake, and within moments she came hard all over Freddy's cock which was reaching critical mass itself.

"Carly… I'm kinda at Defcon 5 here." Freddie said, letting Carly's arms go.

"Yeahhhh… uuuuuhhh… kay." Was all the dark haired girl could muster. He would have come insider her if Sam hadn't have pulled her off, pushing her to the couch.

Sam kneeled before Freddie. "You are going to pay me back for having to watch this show, but first, I really need you to fuck my face. Momma needs more man juice."

Freddie was going to comment on the "momma" thing, but he was focused on other things. Sam dove into the cock, sucking on it like it was the last one on earth, rubbing herself all the while. Doing this made her hot, and having him exert force on her head, forcing his cock deeper in her throat, just made her so wet she began to moan into his member

It didn't take much of the blonde's bobbing, moaning and sucking to finish the teenage boy off, and he shot, what felt like, 13 jets of his cum into the hungry blonde's mouth. She didn't let one single drip fall from her lips as she swallowed every bit, continuing to lick and suck even after he was done, because she wasn't close to done.

"Carly is practically comatose because you fucked her silly, and your dick is out of order for the time… what about me?" Freddie looked at Sam as she stood up, taking in the blonde's gorgeous body for the first time since the night before. He, in that moment, was so torn… he felt like he was in love with both girls. Sam snapped him out of his funk when she said his trigger word. "Momma needs-"

Freddy shut her up by pressing his mouth to hers. He could taste some remnants of himself, but he didn't really care. After she recovered from the initial shock of his aggressive behavior, she eagerly submitted to him. Freddie began to push forward pressing Sam into the wall, leaving her no room to run away, as if she would ever try.

Normally such a tomboy, Sam always acted super aggressive, but when Freddie acted that way it made her hot. Now that he was being forceful, while naked, while she was naked and super horny, her body practically screamed for Freddie to dominate her. Even soft, his junk being in contact with her parts made her ache for sex with him.

As they made out against the wall, his hands were all over her body, putting an extra focus on her ass and her tits which, to him, seemed like they were a bit bigger than the last time he saw them. They were absolutely perfect and he pulled his mouth from hers to give her breasts and nipples the attention they deserve. The blonde missed his mouth but this was a good feeling too. She tried to pull him by his hair to kiss her again, to which he responded by using one hand to pin her arms above her head, once again sexual dominating Sam, which was endlessly sexy to both of them.

She began to moan grit her teeth at the same time, taking in the amazing feeling. She tried to speak, "Freddie-" was all she got out before she felt his teeth on her nipple. Not hard, but the hard scrape made her recoil, with both pain and pleasure. Sam could not believe how much she was at the mercy of the nerd she spent years picking on, and even weirder, how much she loved it.

"Keep your hands up there. Trust me." Freddie said, sinking to his knees, so that he could lick her aching slit. As he licked, he got his tongue deeper inside her, sending waves of pleasure over her body. Freddie's hands reached up and massaged her breasts and nipples. Sam was in absolute heaven, and her body was getting wave after wave of pleasure. She didn't think this could get any better.

Freddie proved her wrong a moment later lowering his arms to lift her legs up so that they were over his shoulders allowing perfect access to her love hole.

Sam was afraid of falling over for only a second, as she quickly adjusted to the boy feasting on her body. She felt even better when his tongue went over her asshole, which was a completely new experience. She grabbed her own breasts in ecstasy.

Feeling Sam's quick reaction to his tongue, Freddie knew he had found a special place, and he was already hard again thinking about what he was doing to her. He made more of a point to lick her there and when he attempted to adjust her body, he slipped his finger in her ass. Sam began to quake a bit and she spoke the words before she even realized she said them.

"I need your cock in my ass." Even Sam was shocked by what she had just said, but Freddie didn't miss a beat, as he lifted her up, allowing her legs to wrap around his midsection, as she slowly dropped, allowing his hardened cock to slowly impale her, covering it in her dripping pussy juices. After a moment of that he lifted her up again, lowering her again, but this time with another destination in mind. His head was at the entrance to Sam's ass and the two shared a look, as if to ask if this was the thing to do.

Sam looked kinda like a sad puppy. "Can you kiss me as it goes in? I don't know why, but I love you and I know that it's gonna be painful. But not as painful as the thought of us not making love."

Even Freddie, the hopeless romantic was moved by that, as he kissed her deeply, in a way they hadn't kissed since the asylum when she told him she loved him. Her juices lubricated it pretty well, and while she winced as they kissed, she relaxed quickly, just enjoying the feeling of his mouth on hers. Before she even realized it, he had entered her fully, and she was tight. Not as tight as Carly's ass or pussy by any means, but it was a really tight fit and Sam's eyes began to cross as he began to lift her up and lower her again onto himself, over and over until the pain wasn't an issue anymore. Sam began to rub herself as she was impaled, screaming in ecstasy, and it didn't take long before Sam couldn't handle herself any longer and she exploded, squirting a bit on Freddie's chest. Freddie began to put her down, but she stopped him.

"I don't want you to stop fucking me in the ass. Please cum inside me… I want to feel it inside me."

Freddie shrugged off this perfect luck and began to pump faster and harder as the blonde moaned. Freddy covered her moans with his mouth as the two heavily kissed until Freddie began to shake and moments later, Sam felt a burst of liquid inside her. It was a really weird feeling but it made her happy that, even after he pulled out of her hole, a part of him was still in there. Freddie collapsed afterwards, with Sam on top of him, as all three of their naked bodies covered the couch completely. As if waking up from some spell, Freddie sat up, looking at the bathroom clock.

"Shit guys!" We have classes to get to. We've only got five minutes to get cleaned up and out to our next class."

The two girls just lied there, breathing, eventually sharing a look that screamed disappointment and anger as if they were being ejected from Heaven. Well, for them, this moment was heaven. Well, except for the being in a bathroom part.

It was a tough decision, but both girls got off the couch and gathered up their stuff, slowly dressing, and in that moment, their eyes refused to meet. The whole situation after the fact seemed like a bunch of horny kids couldn't keep their hormones in check. As she dressed, Carly couldn't help but think how quickly she had gone from virgin to this… she felt cheap. Freddie felt like the friendship had reached a point of no return. But Sam was different.

Sam had been in some gross situations- smuggling hams into a prison, a giant cup of coffee, and even spent 36 hours in a sewer- but there was something about standing up, feeling the leftovers from her time with Freddie slowly drip down her leg, in a public bathroom that made her feel… dirty. She didn't even bother to put her sweatshirt back on before running out.

* * *

Carly and Freddie exchanged looks in the bathroom, confused as to what was going on with Sam, but given what they were experiencing, it wasn't that surprising. When the bell rang, Carly moved towards the door, but Freddie grabbed her hand, and pulled her close to him. He was going to talk to her about what was going on, but Carly wasn't in the mood to talk to him. Or anyone for that matter. She pulled away and walked out into the crowded hallways, followed seconds later by Freddie. While Carly's departure from the girls' bathroom seemed normal, Freddie's exit garnered some attention.

There were some murmurs and laughs at Freddie for where he was. One good thing about getting a wrap for being a nerd and a loser is that no one suspects that you have secret sex and three ways in a bathroom. The rest of the day, Carly and Freddie never looked or spoke to one another. They didn't hear from Sam for a while either.

* * *

Sam was planning to stay at school, but at the moment, she was just overwhelmed with her emotions- a new feeling for her. She skipped out on school, and headed towards home. What Sam needed more than anything was a shower and to get some rest. She thought as she ran; one, she should have grabbed her sweatshirt. But two, she needed to talk to someone who she could trust. Normally, that meant Carly or Freddie, but they were obviously out. Gibby might be friend, but there was no way she could talk to him; mostly because he's an idiot. She couldn't very well go to Spencer since she would expose Carly and while Sam was a lot of things, but a rat wasn't one of them. Her mom wasn't in town, and more importantly, she was crazy. Adults were a bad idea. Sam never trusted adults in the first place, and really, there wasn't one she could trust or talk to. Sam got home and took two steps before she figured out who she needed to talk to. It wouldn't be fun and she'd feel worse, but they were the only option. Sam needed her sister, Melanie.


	3. Chapter 3

**So this chapter is a little different. Decided to include some other Nick properties and characters into this. Hope everyone enjoys and I look forward to any reviews.**

* * *

Carly Shay stared up at the ceiling for a couple hours after getting home. She barely said anything to her brother once she got home, deciding to spend, with the exception of a 10 minute dinner and a 20 minute shower, the whole evening in her room. Try as she might, she could not keep her mind from drifting to the last 24 hours. It was crazy to think that she had gone from incredibly virginal, barely even touching second base, to having full on sex with two people, who just happened to be her best friends. She gave up her purity in a moment of weakness because she got caught up in the moment. She wished in a lot of ways that it never happened. That the whole experience was a complete mistake. But the more she thought of it, the more she loved every moment of it. In a lot of ways, it was the best experience she ever had. And she was able to share that experience with the two people she experienced almost everything else with so it was fitting. Fitting, she thought… the word just reminded her of the feeling of how things "fit" in her. And once that strong of a thought was there, it was not going to go away easily. She got off the bed and moved to her vanity set, sitting down in front of her mirror. She just looked at herself, wearing bright purple pajamas. She didn't look any different despite feeling entirely different on the inside. And on the outside, in a few ways. She was still recovering from the pain and pleasure of having Freddie inside both her ass and her pussy. It was both uncomfortable and energizing in a lot of ways.

Carly was just torn on how to feel about the whole situation. Carly began to undress in front of the vanity mirror, and inspect her body, notices red spots and near hickeys that could have been from either of her lovers. She ran her fingers over each of these "war wounds," just immersing herself in the memories that took place in this room. From watching her best friends have sex on her bed, to the exploration of Sam's body as well as her own, herself having a three-way before she even had a two-way with a guy, to her first penetration. She wondered if she would ever go a day without thinking about that night, let alone what happened today. The thoughts were stirring feelings inside, as she began to get aroused, feeling a light wetness down below. She moved her right hand inside the waistband of her pajama bottoms to rub the outside of her no longer fresh panties. The feelings were just as intense as ever, and she grabbed her breast as she rubbed herself. Her pencil eraser sized nipples were at full attention, as Carly watched herself in the mirror, which made her more turned on than ever. Her fingers had finally moved past the thin cotton fabric, and now she began to pump her fingers deep inside herself, fantasizing back to Freddie being inside her. Once she got her rhythm and imagination going, it wasn't long before she experienced her first masturbatory orgasm. She limped over to the bed, stripping all her clothes off and within moments she was asleep beneath the sheets.

When Carly awoke, she was dressed for school, and was waiting for her ride. A bright blue van pulled up, revealing a couple of her Slapbook friends from southern California. She met them a few months ago when a guy she was dating was dating this other girl named Tori. After socially murdering this guy, Carly and her friends became friends with Tori's friends. Tori, a girl much like Carly- tall, thin, brown hair, though her skin was much more tan- was in the passenger seat, while this kid named Robbie was driving. Robbie had dark hair and glasses, was kind of thin and lanky, and usually had a puppet named Rex with him that conveyed his thoughts. In the backseat of the van, sat a girl named Cat that reminded her of a really hot and nice version of Gibby- just random. She was short, had bright red-dyed hair, and while not as curvy as Tori, cat definitely had a fit and flexible body. Looking back to that night where the friends all met at that party, Carly recalled that her first "lesbian" thought was towards Cat. Finally, at the back of the van was Tori's sister Trina. Trina looked and acted nothing like her sister, and while she was as short as Cat, she was much more built, with a much fuller chest. She was very attractive, but she was incredibly annoying to most people.

Carly wasted no time jumping in the van, not the least bit worried that none of these people went to her school. She sat in between Cat and Trina, and threw on her seatbelt.

"Heehee… you won't need that" Cat said, giggling.

Carly looked around, to see that none of them were wearing their seatbelts but Robbie.

"It's not safe… and Robbie has his on," she said, confused.

"Well, of course Robbie has his on, he's driving." Tori said. She looked at Carly, asking, "Why are you sitting cramped between them, and not in the free seat?"

Carly looked around, and saw that there were no more seats, but the back was like a room, with plenty of space.

"But there's nowhere to sit…" Carly said beginning to climb over the seat to get a good look.

Trina grabbed her ass and whispered, "Because sitting is not what we do in here."

Carly was so startled that she fell behind the seat to the soft cushioned floor of the van. Looking up, she saw her three friends begin to climb over as well, each getting close with Carly, lying one on top of the other on top of the other. Carly didn't know how experienced her new friends were with this kind of thing, but she did not hate this development, as her body was touched from every angle by each girl, as all three of them made Carly their personal plaything, each getting a section of her to focus on.

Carly was in absolute ecstasy, as the girls began to undress her and began to undress themselves. She looked over, admiring their naked bodies, not even worried that they were in a moving vehicle. To Carly's left, was Trina, who was not being annoying at all, and her tanned soft skin rubbed against Carly's which felt so nice. But Trina's real assets were attached to her chest. Carly only had to turn her head a bit to see Trina's bra begin to come off revealing flesh mounds bigger than Sam's, a D cup at the least. Meanwhile Tori lay on the other side of Carly, kissing all over her body. Tori was leading the charge of stripping Carly, but had lost little clothing herself. Tori began to suck on Carly's neck, not enough to hurt, but enough that she could really feel it, sending pleasure waves through her body. When Carly tried to move, Tori held her arms up, leaving her powerless. She did manage to turn her head enough to get her mouth on Trina's left breast, but before she could make contact, her head was pulled front and center to the fiery redhead that was sitting on top of her. Cat was completely nude, and was using a scalpel to cut through Carly's bra, and as soon as her breasts were free, Cat began to savagely make out with Carly's chest, alternating her mouth between Carly's nipples, while using her hand to tweak the other as she carried on. Carly just watched, almost hypnotically, as Cat's medium sized breasts moved as the redhead actively assaulted her body. Carly wondered if her breasts moved like that, and wondered if Sam and Freddie thought her breasts were as nice as Carly thought Cat's were.

Carly could feel the wetness pouring from Cat's pussy, but was powerless to do anything but lie there. Cat used her free hand, while tonguing Carly's nipple, to pull the clothes off Tori. Cat seemed like an airhead, but she was serious business when it came to sex. In one swift move, Tori's shirt was off, and it was revealed that she was braless. In a state of surprise, Carly's arms were released, letting the teen put her hands on Cat's midsection, and ultimately, Cat's almost perfect ass.

The feel of that skin in Carly's hands got her so hot, and she whispered to the redhead who had turned her chest into a war zone.

"Sit on my face. I really want to eat your pussy, Cat!" Carly said, hurriedly. Cat was more than happy to oblige. Each girl resisted the urge to make a joke about what was said, but of course, right about the time Carly's hungry mouth began eating out the "hairless" Cat, did the redhead get it.

"Ha ha… oooohhh… ah ha. My name is Cat and you are eeeeating my p-p-p-pussy out. That's fuuuunny." Cat struggled not to swear, as it really bothered her, but Carly could feel that the petite girl was loving this treatment, as she massaged Cat's ass as she dined on what had to be the best pussy she had ever tasted… maybe even better than Sam's. Meanwhile, Trina had moved to sit up on Carly's body, passionately kissing Cat, so the redhead could get intense pleasure from both angles. Tori on the other hand and moved herself into a position, splitting her legs between Carly's legs, pushing their bodies close enough to have their warm and wet holes meet each other. Carly may have been thrown a bit by becoming the bed from Cat and Trina to make out on, but when Tori began to scissor her, all that went out of Carly's mind. She began to moan, which created vibrations in Cat's pussy, to have an intense orgasm. Trina used Cat's distraction to push her off, allowing Carly to lick a whole new pussy.

Trina's pussy didn't taste nearly as good as Cat's but it was still nice. Rather than have a solid ass to hang on to, Carly's hands were placed on Trina's massive melons, which Trina would push Carly's hands into every time she hit a sweet spot. Carly loved the trade off.

Tori and stopped scissoring Carly, and moved to laying on her stomach and had begun to eat the petite girl out as Tori lapped up Carly's warm and wet pussy. She didn't go too long before she herself felt Cat, finally calmed down from her orgasm, move between her legs push her tongue deep inside Tori's ass. Tori reacted instantly, first with shock, then moaning pleasure into Carly's love hole.

Once again, like some sort of chain reaction, Carly began to squeal and scream pleasure obscenities into Trina's pussy, which she responded by pushing Carly's hands and fingers so far into her chest, she fell over.

Trina didn't take long to move into a position, switching spots with Tori, and then the square was made. Carly began to eat out Tori, who had a very sweet pussy that seemed almost like honey than anything, alternating to Tori's ass every so often, as Trina voraciously dove into Carly's pussy, repaying the favor, and Cat licked like a cat up and down Trina's sopping wet hole, and Cat was being orally ravaged by Tori, who eagerly lapped up her friend's pussy. They stayed like this for a few minutes and continued to pleasure each other until each of them had cum, and no one came harder than Carly, who had such an earth-shattering orgasm, that not only did she wake up incredibly sweaty from her lesbian orgy dream, but she also woke up screaming and came in her bed.

She had just pulled back the sheets to see if she could change them about the time that Spencer burst in to see if she was ok.

10 seconds of surprised yelling at each other later, and Spencer was out of the room and Carly was red with embarrassment. Obviously, she thought, there is something seriously wrong with me…

* * *

Across the hall from the Shay's apartment, Freddie lay awake in his room, just thinking over the sad state of things. He had showered three times (only two of those at his mother's request), and had called Sam numerous times, but couldn't get her at all. He texted Carly once, but she never responded either. He wondered if she was mad at him for what happened. He had deflowered her and that was a big deal, but she asked him to, so she couldn't blame him, could she? His mind was racing with coming up with an answer for this Carly/Sam/Sex situation, and he couldn't figure it out to save his life. He looked at the clock, wishing he could get some sleep, but it just wasn't coming. Freddie looked at all the pictures of his friends as he tried to relax. Pictures of the three of them doing the web show, pictures of he and Spencer doing something insane, and even some shots of he and Sam together, a couple of which had them kissing. He looked at his pictures from "smart kid camp" as Sam had called it on numerous occasions. Finally, after 300+ pictures of friends and family, Freddie began to drift off to sleep.

When he awoke, Freddie found himself in class, as all the other students prepared for the science fair. Carly and Sam were nowhere to be found, but he was surprised to find a semi-familiar face there.

He hadn't seen Mindy Crenshaw in years, but they met over the course of three summers at the "smart kid camp." She was a year older than him, and since this was the last year for students to do the science fair, it seemed weird that she was here. But he couldn't deny that he was glad to see her. She hadn't changed much, her fiery short red hair, piercing brown eyes, and despite having almost no breasts, she did have a really nice, tight body. He used to have the biggest crush on her, but she was preoccupied with this other guy named Josh.

"What are you doing here, Mindy?"

"Well, Freddie," her smoky tone was really hot, in a smart and sultry way, "I knew your science fair was coming up and I had a few creations lying around that I wanted to show you."

"Why me?" Freddie stared quizzically.

"Well, I'm glad you asked." She reached inside her backpack, and pulled out a small stethoscope looking thing. "See, I've always been called cute by people, but never sexy or hot. It's because I have the body of a 12 year old boy. So, I made this."

Mindy took the "stethoscope" and pressed it for five seconds to each side of her chest. She stood in front of Freddie for a few moments, looking into his eyes, and kissed him, which after a second, he accepted and began kissing her more passionately. He felt like she was trying to pull away, and Mindy stepped back. Her A-cup breasts had grown to almost C's.

"Wow…" was all Freddie managed to get out, staring at his crush's body, admiring her incredibly tight shirt, the buttons barely containing her chest.

"Wow, huh?" She said almost annoyed, "That's all you have to say?"

"I mean… that's awesome." Try as he could, he could not look away from her chest.

"Well, I guess I shouldn't be upset, it's not like this isn't the reaction I wanted anyway." She lifted Freddie's head so that they could make direct eye contact. "I've got something else to show you. Follow me."

Mindy led Freddie to the back of the classroom to a big clear-orange plastic box, holding his hands. It wasn't until she had let go that he noticed that she had put some sort of bracelets on him.

"What's with the bracelets, Mindy?"

"Don't worry about those." She said quickly, pushing him into the box. Freddie landed on his stomach and rolled over to see Mindy step in and close it behind her like it was a tent. In half a second, she had ripped her top off, sending buttons flying. She stood there in her undershirt and no bra, staring down at Freddie.

"What are you waiting for, Freddie? Get comfortable..." she undid her pants and slid them down, slowly, letting Freddie get a good look at her ass. She had always gotten compliments on her ass and there was a reason for it. It was shapely, and no matter what she wore over it, her heart shaped ass stood out.

Freddie took his shirt off and began to sit up to take his pants off, but he fell over, as if he was pulled down.

"Oh yeah, the magnet-cuffs…. Sorry. Your hands are kinda mine as long as you have those on."

Mindy lied down on him, still wearing her undershirt and thong. Somehow that image was even hotter than Freddie could imagine. She pulled his pants completely off, and sat on top of him, allowing their clothed crotches to rub against each other, sending waves of pleasure to each.

"Mmmmm… Freddie, that feels really nice." She leaned down and began to make out with him, and his hands tried to hold her, but they were forced down from the cuffs. 'You be good and I'll let you use your hands. Until then, I want to play with you."

Freddie nodded, staring into her eyes. His gaze was broken when the shirt went over her head, exposing her tits. They were magnificent. They were bigger than her frame seemed to allow, of course, but Freddy loved them. He tried to use all his strength to bring his arms up so he could get a feel, and while he did get a little bit up, it was useless.

"They are very strong magnets, if that makes you feel better" Mindy said, rubbing her torso, running her fingers over her breasts. She leaned down, bringing Freddie face to bob with Mindy's chest. Pushing his head up he managed to get a bit of her tit in his mouth, running his teeth and tongue over the nipple.

She gasped at the feeling but he could tell that she was really enjoying herself, as her wetness was seeping into Freddie's boxers. Mindy moved her body down, grabbing Freddie's boxers with her teeth and pulling them down, and off.

"Wow…" she said coming back up to his member. "I was worried I might have to use my little toy to make you bigger. But this… is actually way bigger than I even thought."

She got close to it and began to, almost cautiously, touch it, slowly giving him a handjob before moving her face in closely. She opened her mouth and lowered it onto Freddie's waiting dick, taking only an inch or so at first. She sucked softly, then began taking more of him into her mouth, until she had gotten over half. She jerked the base of Freddie's member while bobbing her head on the top part. Freddie tried hard not to look at her red hair swaying back and forth as she bobbed, hungrily blowing him. She looked up as she went, and maintained intense eye contact with Freddie as she serviced him. She was getting really into it, and Freddie's hands almost flew from behind him onto the back of her head. She went as far down on him as she could and came up gasping.

"I freed your hands… for… a reason. Fuck my face!"

Freddie happily obliged, and forced his abdomen up as he pushed her head down. As they maintained eye contact, he could see the eyes roll into the back of her head, getting hot off the feeling of being dominated. After a few moments, she pulled away and slid up Freddie's body. The two began to kiss passionately, as his hard cock pressed up against and rubbed at her opening.

She leaned in, nibbling Freddie's ear, and whispered, "Fuck the shit of me Freddie… Quit teasing and just let loose."

Freddie didn't have to do a thing as Mindy leaned back, and pushed his cock inside her wet pussy. With all the forward action and domination and the fact that she was older, Freddie thought she would be a bit looser, but Freddie couldn't fit inside her really.

"Fuckfuckfuck…" was all she managed to say as she prepared for her impalement.

With both of them pushing, he finally made it inside, and Freddie could not believe how tight she was. Almost as tight as Carly even. After a minute of getting acclimated, she began to ride Freddie, placing her hands on his chest for balance as she felt like she was being torn apart. The pleasure far outweighed the pain of having Freddie inside her, and she reached the remote to move Freddie's hands up to her breasts that were now about the size of Sam's. Freddie didn't mind having his hands trapped on her chest, squeezing her breasts with each thrust he made, which made her scream at the top of her lungs. Within moments of this, she was shaking, and began come with an immense orgasm. Freddie wasn't done though, as he took charge.

"Spin around, without taking me out of you and reach back with your arms… you haven't felt anything yet."

Mindy was in such a state of afterglow that she submitted easily, putting herself into reverse cowgirl without even realizing it. Using her arms to control her, Freddie began pounding deep inside of her.

She never believed for a second that she could be brought to another orgasm already, but Freddie had done it.

"Fucking fuck… This is why my mom told me riding a horse would be good for me… how have you not come yet?" Mindy shouted, knowing she was about to come again.

"Its coming, Mindy, I promise."

"Good… uuuhhhh I reeeeaallly need to feel you explode inside me. Paint my pussy walls with your hot cum. I neeeeed it." She purred.

This gave Freddie some motivation to pound her faster and harder than ever until he felt her pussy tighten, which sent him over the edge. They came together, and after some repositioning, Freddie got on top of her, kissing her passionately, slowly exploring her body as they rolled together on the floor. She suddenly stopped kissing him, and just stared, looking horrified. She pulled the stethoscope growth tool out from under her and gave him a sad look.

One explosion later and Freddie burst awake. One look under his sheets, and it was no surprise it was a wet dream, but it was by far the weirdest one he'd ever had. Now Freddie was back to being sleepless and stared up at the ceiling wondering if everyone else was having these kinds of dreams.

* * *

Spencer spent almost half an hour trying to burn his eyes out. Not really, but he did everything he could to get the image of his naked sister masturbating out of his mind. She was his sister, and he had long ago burned the part of his brain that could find his sister attractive. As much as he was embarrassed walking in on his sister, he knew she must be a thousand times more embarrassed.

But he had to admit, his sister was very attractive, and for that matter, so were all of her friends. He was nearing thirty, but all of the attractive teenagers were really screwing up his head. In fact, there had been more than one occasion that he had to really fight himself from making a move towards Sam. It was wrong, but he couldn't help his hormones, he knew that. As he lay down, he resisted as many thoughts as he could dealing with Carly and her friends. As he fell asleep, he found himself thinking of one night in particular.

Spencer was sitting in a hot tub at Keenan Thompson's house. He had been here before, last year when he took Carly, Sam, and Freddie to LA, but he honestly couldn't figure out how he got here this time, but when he looked around he didn't really care. The last time he was here, he was stuck with an older teacher, and a teenage couple, and as cool as the guy had been, his girlfriend had most of Spencer's attention.

Her name was Jade, and she was incredibly hot. It didn't hurt that she spent most of the evening in a bikini, allowing Spencer to get a great look at her. Tonight, Jade was all by herself, and while she wasn't rocking the blue bikini she had last time; she was wearing a great black bikini that contrasted with her milky white skin. Jade had these piercing blue-green eyes and dark hair with a couple streaks of color. Although she seemed rather fit with all of her body, she had an amazing rack, and best of all, at least for Spencer, her almost D cups were definitely real.

Jade wasted no time, wading through the hot tub and sitting on Spencer's lap. She kissed him deeply, keeping her hands on his face to hold him in the kissing position, slowly wrapping her legs around him. Spencer, while originally shocked, instantly went with it all, placing his hands on her lower back.

After their make out session had gone on long enough, Jade got up and sat in Spencer's lap, rubbing her back up and down his torso, essentially giving him a lap dance in the hot tub. Spencer sat there and just enjoyed the ride. This wasn't the first lap dance he ever had, but this was definitely the first he'd had immersed in water. He was so relaxed, feeling the young brunette slide herself all over him, that he didn't notice the bikini bottoms floating in the water for a few moments.

Once she could feel that Spencer was good and hard, she resumed her position, sitting and facing him, wrapping her legs around him, still rubbing herself along the outside of Spencer's swim trunks. Her eyes remained closed as she continued gyrating, reaching behind her to untie the string, allowing her suit to open, revealing her gorgeous and full chest.

Spencer went right to work on her torso, rubbing and down her sides, while deeply licking and sucking on her supple chest. Jade launched her head back, enjoying his work, still gyrating, and if the look she had on her face was any indication, she might close to getting off.

Spencer, pulled from her breasts and began to kiss other parts of her upper torso, leading up to her neck, which apparently really got her going, as she placed her hands on Spencer's shoulders, digging her nails deep into him as she increased her pace, as her breasts bounced, nipples moving across Spencer's chest as she went. Within a minute, she stopped gyrating, digging deep with her nails, probably drawing blood, and convulsed a bit, which Spencer responded to by pulling her close, and kissing her as the teenage stranger orgasmed. She basically collapsed in his arms, holding him tight as the two kissed passionately.

Spencer began to speak, but he was met with Jade's finger, silently telling him to be quiet. He nodded his understanding and held the girl close, kissing her head as she nuzzled his neck. Spencer began to get out, taking Jade by the hand to come with him, but she wouldn't leave the tub, pulling him down so he sat on the edge. No longer hidden by the bubbling waters, the tent in his trunks was beyond obvious.

Jade moved between his legs, staring at Spencer, her beautiful eyes maintaining contact, and despite being in a hot tub, her eye makeup and hair were still perfect and dry. She slid the trunks down, and instantly began to lick along the side of Spencer's member as if it were candy. Trailing her tongue up the underside, once Jade reached the head, she engulfed it quickly, going to work on servicing him.

Spencer really wanted to just lay back and relax as this happened, but he could not stop looking into Jade's eyes, so sultry full of desire, and Spencer felt just overwhelmed looking at her. Finally, Jade came up from blowing him and did, the ever so sexy "wipe the sides of my mouth with my thumb" move that, for some reason, Spencer found really hot. Pushing Spencer back, Jade mounted him in one swift motion, taking little time as she positioned Spencer's cock at her entrance. She impaled herself quickly, but stopped once she had taken nearly all of him. Spencer could tell this wasn't her first "rodeo," but she was clearly not accustomed to Spencer's tool. She finished taking all of Spencer and began riding him slowly, picking up the pace every few moments.

The faster she rode, the more she moaned and screamed. She had used Spencer's torso for support as she went, but as she began to lean back a bit more, her hands had moved to her own chest, massaging her breasts as they bounced with her body. Spencer had taken over lifting her body up and lowering it at once onto his member, eliciting muffled screams and moans from the girl's mouth.

Spencer countered this by pulling her close to him to kiss her passionately as he went in and out of her. Once he knew that she was secure, he picked her up and laid her on her back on the side of the hot tub. He got in and placed himself at her entrance, ready to fuck her again, but her legs did all the work, wrapping around his torso, and bringing him inside her completely, eliciting a scream from her of ecstasy.

He grabbed her neck with one hand, using the other to pull her body towards him, continuing to pound her pussy like no tomorrow. They stared into each other's eyes as Spencer fucked the teen, but Spencer caught his eyes drifting down to her breasts bouncing from side to side with each powerful push.

Spencer picked up a rhythm and found Jade's sweet spot, and it wasn't long before her eyes began to roll back and her pussy tightened around Spencer's cock, signaling a very powerful orgasm and she relaxed. Spencer also felt close and pulled out of the teen, in just enough time to spray all over Carly's breasts and face.

Spencer took a deep double take when he looked at his sister, not Jade, that lay before him in afterglow, face and breasts covered in the sticky white stuff. It was so terrifying that Spencer burst awake, and in an effort to get away from his dream, ran into the closed door of his bedroom, nearly knocking himself out.

* * *

Sam sat in her empty kitchen staring at her phone. She had received a few texts from Carly and Freddie, and part of her really wanted to talk to them, but for the most part, she felt like she needed to deal with all of this on her own. Well, maybe not entirely on her own. She was waiting on a call from her sister Melanie. Sam couldn't stand her sister, but this was an issue that only family could really understand. And, she thought, it's not like Melanie can really think less of me. Just as she finished making a sandwich, her phone buzzed and it was indeed her twin sister.

For the next hour, Sam poured her heart out to Melanie, telling her everything from kissing Freddie months ago all the way until now. And Melanie listened to every word, offering advice when the chance arose. Once Sam finished, Melanie explained that everything is ok, and that while she may have made some mistakes, only time would tell, and the real issue was whether or not she was happy. Melanie countered with something "bad" she had done, but getting a tattoo on her ankle doesn't really equal having a three way with your best friend. Melanie put the focus of her advice on Sam doing what made her happy, and not to get weighed down too much. Just be happy.

Easier said than done, Sam thought, ending the conversation, but not before Melanie announced that she was planning to come visit in a couple weeks for her school's spring break, so if she needed it, they could talk then.

As she hung up the phone and headed to bed, she thought about her sister's visit, and the only thing she could think about was whether or not Freddie would kiss her again, and if he kissed her again, than he could sleep with her, and if he slept with Melanie, he wouldn't need her anymore. Whether or not any of this was the truth, the truth was that Sam was paranoid, and needed some sleep. Surprisingly, once she got to the bed, she passed out pretty quickly, drifting off into her own personal dream world.

Sam found herself in Carly's apartment, and for some reason Carly wasn't there, so she was left alone in the apartment with Spencer. Sam had always had a crush on Spencer, but never in a sense that she would act on. On this night, Sam felt very different, as if she was open to anything. Melanie's words about doing whatever makes her happy echoed in her mind, and she just felt at home here at Carly and Spencer's apartment. Sam sat on the couch with Spencer, watching some animal show, just eating a bowl of popcorn that happened to be in between them.

After a while, the inevitable happened and their hands touched, reaching for the same piece. Both of them withdrew their hands quickly, going into a long time of silence. Finally, Sam broke the silence.

"These nature shows are weird. They always spend the entire time focused on how they eat and other food stuff and then go right into mating, as if they are connected."

"Yeah… well, I mean, they are two basic needs, but I see what you mean. Nobody really wants to hump a guy who just ate a gazelle."

Sam laughed. "Or buttery and salty popcorn."

"I don't know about that. I think I'd be fine with popcorn mouth. I've made out in a movie theater a time or two. Surely you and Freddie did it at least once."

"What? We never did it. We didn't do anything… did Carly talk to you?" Sam freaked out, but after a second realized what Spencer was talking about. "I mean, no… we never really went anywhere and did stuff. Freddie was never a fan of PDA. And he brushed like 5 times, and tried to make me, before we would ever kiss each other."

"Yeah, that guy does seem kinda tightly wound."

The silence returned for a few moments, and then Sam got an idea. Grabbing a piece of popcorn, Sam put it at the edge of her mouth, right on her lips, and gave Spencer a look.

Spencer chuckled, and went for it to grab the piece with his own mouth, but was very surprised when Sam grabbed his face, turning the "funny bit" into a full on make out session.

Spencer tried to pull away for a second, but quickly gave up to just enjoy what was happening. Sam didn't know what she was doing with her best friend's brother but she was determined to do what felt good. Before she even realized it, she had pulled him on top of her, kissing deeply as his hands slowly moved up and down her body.

He stopped suddenly. "What are we doing, Sam?"

"Umm… I don't know, but does it matter? Is it not good?"

"I mean, yeah… it is nice, but you're my sister's best friend and as cute as you are, I don't think this is right. In a moral sense. Also, I'm almost 10 years-"

"Just shut up and kiss me."

Not one to argue with such flawless logic, Spencer did as he was told and just resumed kissing her, running his hands over her body, avoiding her chest, still fighting with his conscience over the situation. Sam kept waiting for him to really feel her up and was annoyed when it never happened. Finally, being the proactive one, she grabbed his awkward hand and placed it right where she wanted him. A few squeezes later, and he was clearly fine again to just let things happen.

Sam could feel that Spencer was certainly more practiced when it came to this kind of stuff, but she wished he would just relax. She could even feel that he was hiding his erection that she could feel on the side of her leg. She knew she needed to take the lead if she wanted anything to come of this.

Though Spencer was bigger, his noncommittal position made it easy for her to flip him so that she was on top. Planting her knees on the sides of his body so that he was trapped, she locked eyes with him and took her shirt off, throwing it to the side. Within seconds, she could feel his member through his shorts pressing against her thigh. She began to run her hands over her shoulders, taking time as she ran her hands over her chest and stomach, leading to her crotch which she basically pointed at on the way down. Once she reached his body, she moved her hands and nails up his sides, slowly pulling on his shirt until finally, he was able to get it off.

Now that his chest was bare, Sam ran her hands over Spencer's abs, taking note that he was pretty ripped. Freddie wasn't as built as Spencer, but her was no slouch either she thought. Then she cursed at herself for thinking of Freddie in the middle of this. She moved her self to kiss his chest and eventually his mouth. Thanks to those deep kisses, she could feel his erection throbbing even more against her body.

She removed her bra very quickly- a fact which Spencer tried to argue that this was too far, but with one swift grab of his dick through his shorts, he was quiet. After rubbing her naked chest on his, she felt frisky enough to take things a little bit further.

Scooting down a bit more, Sam opened up Spencer's shorts and pulled off his boxers to reveal what had gotten Sam so interested. Though it was just a bit longer than Freddie's, it wasn't as thick. Sam shrugged this off and began to give him a simple handjob, spitting on her hand every so often so that she wasn't getting him raw. Once she felt ready, she began to lick his member up and down, making sure to pay special attention to the head as she passed over it. Once he began to grunt a bit, she devoured the head and began to blow him very quickly.

Somewhere amongst his groans, he managed to get out, "At least let me do the same for you."

Sam figured this was definitely worth a shot as she stopped sucking him briefly to remove her pants and underwear, and move into a 69 position with Spencer.

The moment his tongue touched her wet pussy, Sam knew she made the right call, as he managed to reach every single erogenous zone in one swift stroke. He was even better than Carly, and was so amazing that Sam could barely focus on bobbing her head and servicing him as she kept moaning into his member. She knew she would be coming before long. Sure enough, she came, sending orgasmic shivers down her body.

"Hey Spencer, what's-"

Freddie stood in the doorway, staring at the sight of his ex-girlfriend 69ing with Spencer, absolutely mortified. To make matters worse, she seemed to have just came from being with Spencer, a fact that she had run away from with him.

Sam was horrified, and did not know what to do, but she had urges, and wondered if she could fulfill them. Locking eyes with Freddie, she stood up and motioned with her finger that he should "come here."

Though he looked pretty off put by the whole situation, he still came to her. Upon getting close to her, Sam ripped his clothes off, got on her knees and began to blow him as if this was the correct greeting for this situation, and after a few moments, Freddie couldn't argue with that. After he had gotten up to size, Sam looked up, popped the cock out of her mouth with popping sound still holding it, and said "This," and she stood up, bending over on the couch and pointing at her dripping pussy, "goes here. Now."

Freddie wasted no time pushing inside her, a move that shocked Sam and pushed her face forward, impaling her face on Spencer's waiting member, as it went deep in her throat. With Freddie's increased thrusts into her, she sucked Spencer off, bobbing her head all the while. Freddie grabbed hold of her hips as he increased his rhythm and force, and Spencer followed suit, placing his hands on the back of her head, forcing the blonde into a serious doggystyle/deepthroat see-saw situation that she definitely didn't hate. Freddie grabbed her arms, and increased his thrusts, making it impossible for her to focus on Spencer and she pulled away, giving in completely to Freddie's treatment. She pulled herself into him in a standing position as he whispered something into her ear that made her grin.

Sam pushed Spencer onto his back on the couch, and pulled from Freddie to ride Spencer some. The difference is size was apparent and it took a couple seconds to get used to it, but after a minute of riding Spencer, she leaned forward into him, giving Freddie the space he needed to get into her ass. Her pussy was so wet; he needed almost no lubrication to enter her, grabbing her amazing tits as he pushed inside her.

Sam could not believe her body and nearly passed out from the feeling of having two big cocks inside her at one time, each pistoning at their own rate, which meant there was no recovery time, and that was fine with Sam. She had come once already but the next orgasm she experienced was so intense both the guys almost shook with her body.

She got off of both guys and kneeled on the floor between them, alternating jerking them off and blowing them waiting for their loads. As if by magic, both guys came all over her face and tits, covering her completely in jizz that she licked up hungrily, looking up at them. She tried to stand up, but got off balance, and fell out of a window that she never knew was nearby.

Sam woke up shortly before landing on the floor of her room. She was less worried about her faceplant into the grand and more worried about her ruined underwear that were soaked through as well as the accompanying sheets. Her body was on fire, and she desperately wanted the feelings she had to go away, but, if this dream had any meaning to it, this insatiable lust was here to stay.

Sam stumbled into her shower and turned the hot water to maximum, and tried to cleanse her body since her mind seemed stuck in the dirty area. She knew one thing for sure, now that she had experienced all this in the last day and a half- she was truly in love with Freddie and she would not rest until she could get back with him. As she ran her body wash over her abdomen she wondered if he was dreaming of her like she was dreaming of him.


	4. Chapter 4

The next couple weeks flew by for the three friends, and surprisingly, with the exception of a few awkward glances, they made it through without even thinking too much about the events that had transpired. Their dreams remained very affected, each spending most of their dream time in some sexual situation or another.

Much like the time they really kissed and Sam admitted that she loved Freddie, Sam had completely shut down and acted surprisingly shy around Freddie.

The teens taped iCarly like they always did, never giving any hint to their viewers that anything had happened. But one didn't have to look too hard to see some of the cracks in the friendship, especially when it came to the interaction between Sam and the others.

For Sam, all she really wanted to was to feel Freddie inside her again. Her body screamed for some attention, but the level of awkwardness was too much for her, so she just became more and more meek. But for the last day or so, she'd been a bit more focused on her sister's arrival for a while. Melanie was supposed to come down for spring break, but her school year got cut a bit short when the headmistress found out about her tattoo and she was effectively expelled.

Sam was excited for her sister's arrival, but the two had never been friends since they were polar opposites. Sam was as bad as Melanie was good, and secretly, Sam envied how much Freddie liked her and she wanted to be more like her "perfect" twin sister.

Sam sat at home after school, waiting for her sister to come home. Sam's mom should have been there, but she was on some cruise ship somewhere. As she sat there waiting, Sam came up with a really great plan to win Freddie's heart, and more importantly, his penis.

Melanie arrived in the late evening Friday, just in time to eat dinner with Sam. Melanie was an exact double of Sam in every way, all the way down to the swollen chest that apparently affected both of them. The only difference is that Melanie wore her hair in pigtails and ponytails all the time. Working up the courage to ask her this kind of favor was a big deal, and even though Melanie always did what Sam told her to, it didn't make it any easier for her to ask this kind of thing.

"So… how are Carly and Freddie? Have you guys done 'it' again?"

"No…" Sam muttered as she ate her dinner, desperately trying to both take on and avoid this conversation.

"Oh ok…. I was hoping that you were feeling a lot better about everything. I know you have really strong feelings for Freddie-"

"I don't have strong feelings for him!" Sam snapped. "I just like him a lot and he makes me feel really great is all."

"You don't have to get upset, Samantha. I was just asking. You called me a while back and told me everything… I just figured you might want to talk about it."

"Well, I don't." Sam said coldly, no longer wanting to eat as her stomach was in knots.

A few moments passed as Melanie finished her dinner, and was washing the dishes in the sink when she asked a question that stopped Sam cold.

"If you aren't going to go after Freddie, do you mind if I try and date him… we kissed that one time and it was really nice."

As soon as the sentence was out of her mouth, Sam's fist took its place, tackling her sister, angry and prepared to hit her for what Sam considered blasphemy. Melanie, of course, knew this might be the reaction she got, but it also pushed Sam to confront her feelings, which was the plan all along.

"You wouldn't even know what to do with him anyway." Sam said coldly.

"I don't know about that… from what you told me, I don't have to do much. And I always kinda imagined my first guy being someone like Freddie… sweet and kind."

"Argh!" Sam screamed as she stormed out of the house. This wasn't what Sam had in mind by having her sister here. She was supposed to balance her out and teach her to be "nicer," which was what he was into. Maybe if she told Melanie the truth, she would understand… but what if she had feelings for Freddie, and she'd just screw Sam up and take him for herself.

Sam would have had more time to be torn, when Melanie came out after her and apologized.

"I'm sorry Samantha… I was just trying to get you to be honest with your feelings. I do like Freddie a lot, but I'm here for you, and I want you to be happy."

"Fine, I'm kinda in love with him." Sam mumbled, refusing to make eye contact. "Being with him in every way has pretty much been my thought for two weeks straight… but I'm not the kinda girl he wants. He wants someone nice… like Carly… or you."

"Yeah, but he never dated me or Carly, so clearly there is something there." Melanie quickly retorted.

"Yeah, but our relationship was us just making out between big fights. That's not what this should be."

"But… didn't you say the fact that you were both so savage and stuff was what made "it" so good?"

"Well… yeah, but I want him to think I'm nice and that he can do something without being ashamed of me or expecting me to punch someone."

"Well, that might be difficult…"

"Right… which is why I need you to teach me to be 'good'."

"You're seriously asking me that? Like this is Pygmalion or something?"

"I'm not a pig! That was just bitchy, Mel."

"No… Pygmalion is a book; they made a movie based on it called My Fair Lady where this guy makes a poor trashy girl into a high class lady. We had to read it for class a couple years ago. Basically, you want me to teach you how to be proper?"

"No… Carly did that a while back when I wanted to impress this boy. Now, I feel like I need to prove that "this" is who I can really be, not just make a façade."

"Did you really just say "façade?"

"Shut it. It's a word you would have used, right?"

"Very true… so you just want to pretend to be me for the rest of your life?"

"Yeah… I mean, no… I don't know." Sam stared off at the cloudy sky, lost in thought of what to do, feeling the dampness of a pre-rain evening in Seattle.

"Let's head inside, Samantha."

Melanie grabbed her sister and pulled her to the door, which was now locked.

"Umm… Samantha… the door's locked."

"How?" Sam screamed, trying to bumrush the door, but to no avail. Both of their sets of keys were sitting on the table. Sam slowly realized that when she slammed the door on her exit, she locked the door, and Melanie didn't even realize it when she came out. They were stuck, and it was about to pour.

"Is there anyone who has keys besides mom?"

"Yeah, but I really don't want to see them right now…"

"Let me guess… Carly and Freddie?"

"Yeah… ugghhhh… fine… let me call them. In the meantime, let's hop a bus to their apartment complex before we get wet."

Like a child, Melanie giggled at the word, adding in a joking line "Maybe we will once we get there."

Sam punched her sister and dialed the phone as they headed towards the bus. Try as she could, after dialing them twice each, she couldn't get through. Luckily, they caught a bus quickly, and took a seat away from everyone else.

"They aren't picking up?"

'I guess not." Flashes of what the two of them could be doing while not answering flew through Sam's mind, upsetting her.

"You're imagining them doing it, aren't you?"

"Shut up. Since there's a chance we will see Freddie, give me a crash course on being like you so I can get this going."

"Patience is the first thing, I guess."

"Hang on…"

"What?"

"Back at the house, you said 'I always imagined my first guy being someone like Freddie.' Have you been with a girl before?"

"Samantha… I mean… I went to an all girls school for years, so yeah… I experimented a couple times with a girl on my floor. We all kinda did it."

"Yeah… I really liked being with Carly, and there were some things that she definitely did better than Freddie."

The girls giggled for half a second before Melanie was stricken with an idea. She thought it through completely while Sam dialed her friends again.

"Still nothing, Mel… Guess we will surprise them, and may God have mercy on them if I catch them-"

"Samantha, did you like sharing Freddie with Carly?"

"What?"

"Did you like being with both Carly and Freddie... like… having a three-way?"

"Well, yeah, in a lot of ways, like being touched by two people at once and the ecstasy of seeing how much he enjoyed having her- like it was my gift to him, but I know he has feelings for Carly, which is kinda the biggest problem."

"Samantha, I have an idea, which would be kinda like what happened with Carly, but it might be fun, and I have thought this through and I'm onboard for this completely if you are."

Sam looked into her sister's eyes and listened intently to the idea.

* * *

On the other side of town, Carly and Freddie were video chatting, even though they were across the hall from one another. Ever since his mother freaked out on him, Freddie spent most of his time in his room, though it wasn't really a factor tonight since his mom was doing a ladies night with some of her work friends. And for some reason, T-Bo was also gone too, but Freddie didn't want to think there were any non-coincidences there.

Carly was in similar shape as far as adults being around went. Since the night Spencer caught her after her dream, he had kept his distance and hadn't really spent too much time around her.

So, there the two friends were, still not spending time together unless they really had to with school and the web show. But talking on the webcam seemed to work well enough.

They mostly talked about school stuff and tech stuff for iCarly, but after both their phones rang, one after the other, they had a topic to discuss.

"Sam just call you?"

"Yeah," Carly said, "but I figured since she's kinda been giving us the cold shoulder, I should too."

"Kinda my feeling too… its like she doesn't want to put the whole "thing" aside. I mean, I still haven't completely processed what went down, but at least its not on my mind all the time." Freddie was lying a bit there.

"Oh yeah… haven't really thought about it in days," Carly lied right back. Truth was that Carly was now touching herself on the other side of the cam at the mention of the events. She would, of course, never admit any of this. "Anyway, I assume she called you too… Why didn't you answer?"

"Same reason, I guess. I just want things to go back to normal." Truth was- Freddie was really missing; no, craving having the two girls. If Carly had said a single word in favor of the idea, Freddie would have rushed over.

The two remained silent for a bit, as they no doubt surfed the net other than talking to one another. Both received another call, and they looked at it and gave each other a look. Freddie considered answering the call, when Carly spoke up.

"If given the chance, would you want to do all that again?"

"Ummm… I don't know really. I mean, it was great but we have a really strong friendship, and I feel like all that stuff, as evidenced with Sam, just makes things really complicated. I just don't know how to feel. Honestly, I have thought about it a lot, and really, I think if the chance arose, I might consider it."

Carly bit her lip and stared at Freddie on her computer, taking the straps off her spaghetti strap shirt, letting the clothing hang on her chest only.

Maybe it was the stress, or the look of Carly's creamy shoulder, that for him looked like it was begging to be touched.

"I'll be right over." He muttered.

"No…" Carly said, running her hands along the rim of her top. "I think I kinda owe you for being really cool through this whole thing, and that letter you wrote me a couple weeks ago was really sweet. I know we both have a little pent up feelings, and need to relax now. Just… enjoy this show."

Freddie was going to say something, but he decided against it, letting Carly doing her thing.

The brunette let the shirt material fall inch by inch, exposing her perfect B cup breasts and eraser sized nipples. Using one hand, Carly massaged her breasts, giving focus to her hardened nipples, while her other hand continued its earlier job, rubbing herself through her pajama bottoms.

Freddie just stared on at the show, and before long, was fighting a massive erection. He shifted slightly, and it caught Carly's attention.

"Wow… are you already hard from watching me?" She purred, then put her masturbating fingers to her lips.

"Well, yeah, but I kinda had some wood while we were talking earlier so this has been a building process."

Carly giggled and asked, "Can I see it? Can little Freddie come out and play?"

Freddie was cautious as he pulled his chair back and pulled his pants off, revealing his hard member that Carly made "ooh's" towards.

"Sorry I said 'little' Freddie… Forgot how big you really are." Carly said, standing up and removing her pants, leaving the teen in nothing more than a thong. She then got an idea. Going into her music, she put on some R&B song and closed her eyes and just danced for Freddie. With each grind towards the camera, her amazing ass and breasts jiggled a bit; an image that really got Freddie going.

The teen began to stroke himself, watching the show. Carly didn't miss this fact and the idea that he was getting off on her made her feel really hot. Once she felt like she had done enough, she leaned in close to the camera, and whispered.

"What I said about you not coming over? Changed my mind. My wet pussy and that amazing cock of yours need to get reacquainted."

Freddie nearly ran out of his room without his pants, and after putting them back on, he threw open the door to his apartment and was immediately stunned.

* * *

Standing before Freddie was a true "double vision." Sam, and another Sam, were standing at his door. Freddie thought to himself that this confirms Melanie's existence after all.

Freddie didn't have time to think much more as he was pushed into his apartment by both girls, going so far as to literally throw him onto the bed.

The girls taunted Freddie as the crawled on either side of him, whispering things into his ears.

"We came up with a game to play with you."

"One of us is Sam…"

"And the other is Melanie."

"And if you guess which one is which…"

"You get to fuck us both."

"But if you're wrong, then you only get one of us, and then we will leave."

Freddie thought through this as much as he could, still having the raging erection that Carly had given him.

"Do I have to guess now, or can I get some more evidence?" he asked slyly.

Very quickly, the blondes met him with respective nods.

"What do you want to test? And no using memories… you can only decide by physical stuff."

"Well, in that case..." he thought about Carly's striptease, "strip for me."

"Sure thing."

As if some sort of routine had been planned out, the blondes began to strip slowly, removing their shirts very seductively. One unbuttoned her shirt very sensuously, revealing a thin undershirt, and biting her lip as she did it, never breaking her stare at Freddie. The other had a t-shirt that was pulled overhead quickly, revealing a really nice lace bra, that cupped her impressive breasts incredibly well. The first girl wasn't even wearing a bra under her shirt, which meant that the material did nothing to hide the D cups and their respective nipples.

"How's this?"

Freddie smirked, "I'll let you know when you finish."

The girls took their cue and continued to strip, each revealing their top halves completely, and each began to slip their jeans off, facing away from him so he could get a magnificent view of their asses. As each centimeter of denim slipped over their nice asses, revealing their underwear- something blue and frilly for girl number two, and a thong for girl number two, Freddie could feel himself getting harder. He needed to fuck one of them. Now.

With their backs to him, the girls didn't notice Freddie sneaking up behind them, as he quickly grabbed who he believed to be Sam.

* * *

On the other side of the hallway, Carly waited for Freddie to come over, completely nude, laying in her bedsheets. Carly ran her fingers over the sheets, and thought back to the first time they were all together in this bed. The mere thought was making her so wet, she couldn't stand it. She needed Freddie to come over really quick. Just to see if he was making his way over, she checked back on her webcam and went wide eyed at the sight.

The guy who was supposed to be filling her up and making love to her was busy getting another strip tease from Sam and… Sam? Carly realized in half a second that the other girl must be Melanie. Watching the blondes disrobe and touch themselves was really hot to Carly. Her mind went to the possibility that she might be gay, or at the least bisexual. Eh, she thought, I can worry about that later. Right now she was focused on the girls dancing, and Freddie's massive erection that was not being hidden in the least. She managed to hit the record button before the lust overcame her and she had to touch herself.

Carly began to thrust two fingers inside herself watching all this, but she really got a shock when Freddy lunged at one of the girls and began to do things to her that she was aching to have done to herself.

* * *

Freddie grabbed the girl who was previously wearing the tshirt, and pulled her into him, running his hands all over her body, putting special attention on her chest, kissing on her neck and running his other hand over her wet crotch.

"How'd you know it was me?" she exclaimed.

"Sam, were in school earlier today… you didn't change clothes. I saw you in that t shirt, like, all day. I knew it from the moment you girls came in."

"Fair enough… guess you should claim your prize." She said, dropping her frilly panties to the floor, which was met with Freddie losing his shirt. Freddie barely got his pants off before the girl pushed him onto his bed, crawling on top of him and pulling his boxers off with one quick move.

The blonde straddled him, giving him an intense look before Freddie pushed into her quickly, which shocked her nearly as much as it shocked Freddie when he smashed through her hymen.

It was obviously too late to say "I'm sorry', but he still tried to apologize as Melanie wasn't pretending to be slutty anymore and half a second later, she was no longer pretending as she rode Freddie, allowing him fuck her and for her to experience things she had never even imagined.

Freddie could not believe how tight Melanie was, and was amazed at the same time that she took him so fast and so hard. The idea that he had now deflowered three different girls echoed in his mind as he thrust inside Melanie.

"God, Samantha… you never told me it was anything like this… holy… FUCK…" Melanie cried out.

"You think that I wouldn't think to change before we did this… Man… So, Freddie how's it feel to get this one wrong?" Sam asked, trying to resist the jealousy of what her sister was experiencing.

Before Freddie could even speak, Melanie yelled. "I don't care how wrong he was, this is the right-est thing that has ever happened to me."

Sam, took that moment to strip her thong and jump into Freddie's bed as well, situating her wet pussy right over his face, a situation that Freddie happily accepted. The virile teen hungrily lapped up Sam's pussy while meeting his thrusts with Melanie's pounding body.

"Fuck, you're good at that!" Sam moaned, trying not to be too jealous or too turned on by the ridiculous ride her sister was getting. Freddie had managed to find the perfect rhythm for both girls and he felt Melanie's body begin spasming within moments. Melanie's first sex orgasm had completely fried her brain as she climbed off Freddie and laid next to him.

Sam jumped at the chance and slid her body down Freddie's body, giving Freddie a chance to slide his tongue along her asshole, a feeling that sent a pleasure shudder down Sam's body. Assuming a reverse cowgirl position, Sam pushed Freddie's waiting cock deep inside her tight hole. Her eyes rolled into her head at the wave of pleasure of having the love of her life so deep inside her, making love.

"I thought you said I was only getting one of you if I guessed wrong?"

"Just shut up and enjoy this. Momma needs that big cock to stretch her pussy out and she really needs some of that cum…"

Sam began grinding up and down his pole, meeting Freddie's thrusts really well, and Freddie, knowing that he could be a bit rougher with Sam, grabbed her arms and held her to him making the pounding much harder, sending really strong shockwaves through Sam whose breasts jiggled like crazy as she moaned incredibly loud.

Sam opened her eyes for a sec and something caught her eye. Freddie's computer, and more than just the computer, was the image of Carly fingering herself watching what was going on here. She felt a little embarrassed, but got over it quickly, knowing that as long as Freddie was with her, she was ok.

Looking over her shoulder, Sam saw her sister was in ecstasy, literally glowing from the experience, and got an idea. She pulled herself up and moved to a leaning position in front of Freddie's laptop so that she knew Carly could get a good shot of what was happening. Sam was offering to get pounded doggystyle and it was up to him which hole he wanted to take. Secretly, she was extremely happy that he chose her pussy.

Freddie grabbed her hips and began to fuck her like a madman, making her breasts shake so much, Sam was actually a little worried that they might hit her. Try and she might, no matter how tight she gripped on Freddie's desk, his thrusts threw her offbalance, a fact that would have annoyed her if this wasn't so fucking fantastic. She did her best to illustrate her exact feelings so that Carly could see them. Carly looked on with a glazed look in her eye, rapidly plunging her fingers into her slit.

Sam's pussy clenched tight giving Freddie a warning that she was close to coming, and sure enough, Sam let out an intense holler that she couldn't imagine anyone in the building not hearing. As soon as she came, Freddie announced that he was close, and pulled out of Sam. The blonde grabbed her sister and kneeled next her, giving Freddie a chance to blow his load on both sisters.

Freddie jerked himself for a few seconds before four thick ropes of cum erupted from his cock, blanketing both of their faces and tits. Sam licked as much as she could from herself and then began to lick his member to get any remnants. It had been too long since Sam had had any of his amazing batter.

Melanie on the other hand, had been shaken out of her sex-tasy when she received the load from Freddie, wiping the cum from her lips. A quick lick told Melanie pretty easily that her sister's love for semen was just another thing that they did not have in common. Sam saw this and quickly wiped her sister clean and licker her fingers clean.

Freddie was now spent and lay back on the bed, happy. The girls joined him, but not before Sam motioned to Carly, who seemed to have experienced an explosion of her own, to come over.

* * *

Carly stared at her computer, body still trembling from her intense orgasm, and she knew exactly where she needed to be.

Throwing on some quick clothes, she raced downstairs to the door. She had a lie prepped already for Spencer about where she was going, but luckily he was nowhere in sight. Small miracles, she thought, rushing through the doorway to Freddie's door. She opened the unlocked door and crept through the house, just in case Ms. Benson was home. Once she got to Freddie's room,, she knew she was safe.

Shutting the door behind her, Carly threw her shirt and pants aside and jumped on Freddie like a dog in heat. Freddie caught her, and they began to kiss passionately, his tired member beginning to get some life back in it already.

Melanie, having never been with Carly, stopped their makeout short, and pulled Carly on top of her, making sure their respective wet pussies grinded against one another.

Carly was stunned at how forward Melanie was being. Normally, she was extremely submissive, but sexually, this girl was on fire. She began to suckle on Carly's breasts, while her hands ran up and down the dark haired teen's back.

Though, Carly was enjoying this, she really wanted to do something else with her new playmate. Turning around completely, Carly dove her tongue deep into Melanie's pussy, lapping up the girl's juices, getting a bit of flavor that she quickly identified as Freddie's cock sweat. Just thinking about it got Carly even hornier. Carly finally got her tongue into position on Melanie's clit and made the formerly virginal blonde scream in delight. Her screams were soon muffled as she pushed her face in Carly's love hole, tasting some of her cum and it was amazing. Melanie had only been with two other girls in her life but Carly had the best tasting pussy she could ever imagine. It was sweet and warm, and it made her happy to eat out her out.

The two girls were so preoccupied with each other that they didn't really notice that Sam and Freddie were hard at work as well. Sam was 69-ing with Freddie, worshiping his member back to life with her mouth, as he licked her pussy and asshole, while rubbing her ass as he went.

Sam may have enjoyed vaginal sex to anal, but there was an incredibly feeling when Freddie put his tongue in her backdoor. She moaned into his cock, which was getting harder and harder. She finally pulled back a bit and shifted so she could titfuck him.

Sam was soon joined on the other side of Freddie by her sister, who put her breasts to Freddie's cock and, Freddie was in a moment of heaven. It got even better when Carly began sucking on his member while the other two were so close… it was absolutely amazing.

"I've waited too long for this." Carly purred, climbing on top of Freddie. Leaning in close, she kissed him very passionately, then thrust her self downward onto his prick, impaling her, so fast and hard, she thought she would split in two.

Freddie could not believe how tight Carly was still, as he watched her body bounce up and down on his member, her tits jiggling slightly with each pounding. Melanie rook this chance to mount Freddie's face and lean forward to passionately kiss Carly as she rode him. Freddie wasn't sure whether this was Sam or Melanie, but he didn't care. He just wanted to eat the girl out and fuck the shit out of Carly.

Sam, never being the one to want to be left out had an idea. She saw that the camera was recording to Carly's computer so, she detached the wireless camera and moved around the bed, showing up close what each person was doing.

She began with Carly, making sure the camera caught all the action of the teen rapidly impaling herself on Freddie's cock, and moved the camera to Carly's face while Sam rubbed and suckled on Carly's bouncing breasts. She slid down to look up at Carly and used her free hand to rub the dark haired teen's cleanly shaven pussy. The rubbing combined with Freddie filling her up sent incredible waves of pleasure to Carly. Sam moved up Freddie's chest to her sister, whose eyes were rolling as Freddie gripped Melanie's hips and ass, feverishly using his tongue to make the girl go mad with pleasure. Sam made sure to get a close-up of Freddie's oral action, and had to touch herself with her free hand as she filmed the orgy in front of her.

Melanie and Carly began to kiss and fondle one another, which prompted Sam to step back to catch all of the action.

"Fuckk… Freddie… fuckfuckfuckfuck" He may have only had sex a few times, but Freddie knew an orgasm when he heard it. It wasn't a second later before Melanie had reached critical mass, and without warning she just exploded, drenching Freddie's face with her juices; a sight that Sam made sure were caught on the webcam. Melanie collapsed onto his chest, which put her at mouth height with Carly's pounded pussy. The exhausted girl was content to lick Carly's pussy and Freddie's cock at each intersection.

Sam, grabbed a shirt from Freddie's hamper to wipe his face, putting the camera down. She was taken aback when Freddie looked into her eyes and pulled her close to kiss her. The kiss was so passionate and deep, she didn't care that her sister's juices were now in her mouth- she had Freddie's full attention and she melted with his touch.

Freddie broke the kiss to announce that he was close and Carly hopped off of him, and stood at the side of the bed.

"Freddie, I had to sit and watch you with Sam and Melanie for too long and I got really horny- the jealous kind of horny, and now, before you blow your load, I really need your cock somewhere they didn't get to have it."

She bent over seductively, as Carly offered her ass. Freddie looked at Sam, who just smiled and nodded. Freddie jumped up, cock still wet from Carly's dripping pussy and Melanie's saliva. Sam gave the camera to Melanie before jumping into the mix as well.

"Record every second of this, Melanie…" she said, moving her head to the edge of the bed, lining up with Carly's pussy. Carly moved herself onto Sam's face and Freddie slowly slid into her ass. He hadn't fucked Carly in the ass since that very first night, and it was clear how much each of them missed it as they feverishly went at it.

Sam hungrily lapped at Carly's pussy, tasting the remnants of Freddie's cock, and found Carly's G spot and assaulted it with her tongue as best she could as Freddie balls hit her head as he was fucking Carly harder and deeper than the first time. The mere thought of this had Sam shoving her fingers deep into her pussy, touching herself in ways that no one else could. Freddie began to grunt, and grabbed Carly's hair, pulling it tight, which only turned the dark haired girl on more.

Melanie did her best to show everything on the camera, From Freddie's caveman-esque sexuality, to Carly becoming a ragdoll from the pleasure assault, her breasts bouncing as she begged Freddie to fuck her harder, to her sister who was giving herself an orgasm as she serviced Carly.

Before long, Carly's pussy exploded in a fiery orgasm, and Freddie followed soon after sending his seed deep into Carly's ass. Upon seeing that he had come, Sam pulled his cock out and licked and sucked on it more, desperate for Freddie's cum that she felt was almost addictive.

The four teens lay on the bed together, breathing heavily, and absolutely spent. Carly lay on one side, and Melanie lay on the other, having recently put the webcam back. And Sam was on top of Freddie, almost like a kitten cuddling on his chest. Freddie felt like he was in absolute perfection.

Until he heard his mother coming through the front door, heading straight for his room.


	5. Chapter 5

**Well, this was a fun experience. I'm currently working on a sequel/crossover series, so I look forward to any reviews.**

* * *

Frozen in fear, Freddie didn't know what to do, so he jumped under his covers as the girls raced underneath his bed, still completely naked. Sam had barely made it under when the bedroom door opened and Ms. Benson came in. The girls remained incredibly still and quiet as she came in and began harassing Freddie.

"Freddie, this room smells and there are clothes everywhere."

"Yeah, sorry, I know I need to clean up. Just been busy with homework."

"Well, I love that you're so studious Freddie, but you really need to-" she paused for a second, and they saw her hand pick up the lacy bra Melanie had wore. "What is this?"

"Oh mom! Umm… we were doing a thing for iCarly and Carly and Sam got their clothes dirty and I volunteered to do their laundry… we get messed up a lot. It was my turn." He lied through his teeth really hoping his mom believed it.

"Well, tell that hussy Carly and that trashy Sam that they should do their own laundry- you are far too nice to those girls and you shouldn't be sullying your hands with their undergarments. It's very unclean." She began to walk out of the room when she doubled back. "Actually, let me take these over to Spencer. I passed him in the hallway on the way up."

"No!" Freddie shouted. "I mean, that's her brother and Carly's really weird about Spencer handling her stuff. Just let me do the laundry and I promise it won't happen again."

"Ok, but I will hold you to that. No more of this nasty business."

Finally, Freddie's mom walked out, shutting the door behind her. The girls rolled out and grabbed the clothes and dressed quickly.

"Now how do we get out of the apartment?"

"Shit... I don't know." Freddie said, and then an idea hit. "Mom!" he shouted. "There's a package fro you in the lobby. Forgot to tell you."

"Oh, thank you Freddie, I'll head down now."

Sometimes it was a blessing for her to be so gullible…

* * *

The girls managed to get over to Carly's place without any problems, and it wasn't until they collapsed on the bed that Sam remembered why they came over in the first place… besides the sex of course.

"Hey, Carls, do you still have the spare key to my place. Mel and I got locked out and getting back into our place was kinda the reason we came over… and then we got horny."

"Yeah… I caught that. Ooh…" Carly said, hopping up and jumping on her computer to turn the recorder off. Saving it quickly on her computer, Carly could access the video whenever she wanted. "You guys want a copy?"

"I guess so…" Secretly, Sam was not a huge fan of watching Freddie have sex with two other girls, and watching it over and over was not exactly her idea of perfect.

"What's wrong, Sam?"

Melanie responded, "She's upset because she's in love with Freddie, and the idea of sharing him with anyone else bothers her a bit. Personally, I don't see the big deal. She should look at it as if this is her letting him do what he wants. I mean, didn't he check with you before he put it in Carly's butt? Still can't believe you let him do that, by the way."

"It's not as bad as you would think." Carly said matter-of-fact-ly. "The secret is making sure there's enough lubr-"

"Just shut up." Sam muttered. "Fine… he checks with me before he does this stuff, but it still kinda hurts that I'm not enough for him."

"See, I disagree." Melanie said. "I think if you asked him to forsake all other women but you, he'd do it. But why limit him… or yourself for that matter? I mean, you were with Spencer a few times in your dreams."

"WHAT!" Carly flipped out.

"Relax, Carls… it was just a dream. I had no control over it, and anyway, Freddie shows up in those too, usually whisking me off with him, or he joins in."

"Ok! That's the end of the discussion where my brother has sex with you. It's just weird."

"Carly, I literally watched you make-out with my sister and eat each other out… I think the point of being freaked out by the sexuality of our family members is long past." Sam said, semi-sarcastically.

Carly turned back around to face the webcam, which was still on over at Freddie's, and the girls gathered around to watch what Freddie was up to since they left. Looks like he was in the shower, which reminded them that they probably should get a shower themselves.

Carly, happy that her shower was working again, got the water nice and steamy, while the other two girls waited outside for their turn to get cleaned up.

As the hot water splashed all over Carly's body, she closed her eyes and began to think of how at peace she was with this whole thing. She was having an incredible activity with her two best friends, and as long as they all were careful, there were no real repercussions… no reason not to do this stuff every chance they got. Carly's body wash created suds on her body, and the teen ran her hands all over herself as she cleaned, but was shocked when she felt another set of hands on her.

Opening her eyes, Carly could see that it was Melanie, who she was now beginning to believe might be gay… or possibly bisexual like her. Melanie was completely nude and as soon as she knew Carly had identified her, pulled the dark haired teen close and before carly could get a word out, she put a finger to Carly's lips and began to fondle her, rubbing in the soap all over her body. Letting the water fall between them, the two began to kiss, and they pressed each other's bodies on either side of the shower. Carly's tongue wasted no time snaking into the young blonde's mouth, a favor that Melanie quickly returned.

Carly grabbed the body wash and began using her hands to really scrub the soap into her partner's body, paying special attention to her succulent breasts and tight stomach. Melanie's head reared back, enjoying the bathing that she was getting, placing her hands into Carly's hair, and pulled on it when she hit a sweet spot, since she knew that Carly liked getting her hair pulled.

Letting the soap run off in the water, Carly began deeply kissing Melanie's nipples, almost to the point of sucking on her breasts. Feeling Melanie's fingers in her hair, drove her crazy and she began to touch Melanie's warm crotch, slowly rubbing. The suddenly aggressive blonde gasped suddenly, and increased her grip on Carly's hair which only made her want to please Melanie more.

Before Carly could really get to work on her, Melanie pulled her up and smiled, and then pushed Carly against the wall, getting on her knees, and began to kiss her entrance. Carly felt ecstatic and at that level of peace again, when she felt like she was being picked up. Look down, she realized that Melanie was lifting her up to put her legs on the blonde's shoulders. Carly felt uncomfortable for only a moment, when Melanie had plenty of access to her and Carly was so ecstatic and off balance that she had to use a shower rod and Melanie's hair to hold herself up.

This continued on for a moment before the two realized this might be too complicated, and the two finished washing off, and cut the water off and went into Carly's room. They found a very annoyed Sam sitting on the bed.

"Why did you cut the fucking water off? Do I have to join in the crazy lesbian sex to be able to get a hot shower?"

The two girls laughed as Sam grumpily stormed into the bathroom for her own shower.

* * *

Across the hall, Freddie sat on his bed, feeling a lot better since all the sweat and bodily fluids had been removed from his body, but truth be told, he was really missing it. He began to reflect on all the different events that led to what happened tonight, thinking about each moment that led up to the near orgy. Freddie found that, while having sex with Carly was something amazing, there was just a connection that he had to Sam. Maybe because they were each other's first. Maybe it was the fact that Sam was more attractive than Carly, though he immediately threw that idea out and decided to say they were equal. He knew Sam was in love with him, so maybe that was it.

Freddie didn't know exactly what the draw was, but he could definitely feel that there was something special about Sam that he could not deny.

He walked over to his webcam and saw the two girls, Carly and, who he assumed to be Melanie, laughing and sitting on the bed in pajamas. He couldn't help but notice how much more form fitting the pj's were on Melanie. At least those two seemed to be ok. He was quite surprised that Melanie had cut loose the way she did. Up until tonight, he wasn't even sure if she existed, but he had always heard that she was the opposite of Sam- very prissy, very girly, and very submissive- like Carly. The idea of having "Carly" in Sam's body should have been the most appealing thing in the world, but alas it wasn't enough.

Freddie felt, if only for a second that he might be just as in love with Sam as she was with him. He walked back to his bed and lay back, staring at the ceiling. This feeling, whatever it was, was really getting to him. He needed answers.

* * *

Sam's shower was fairly uneventful, with no lesbian encounters or surprise visitors. The near scalding hot water poured down over the tired blonde. For days, she'd only been able to think about being with Freddie and the wild sex that would follow. But now, in the aftermath of what just happened, she felt strangely unfulfilled. Not in a sexual sense, of course, she had come twice. But in a deeper sense.

She thought Freddie would be able to pick her out and would not even worry about Melanie, as the two of them passionately made love together. But with two extra people, it did seem a bit awkward.

Right now, all she really wanted to do was sleep, and as much as Carly's bed was much more comfortable, she just wanted to go home and sleep in her own bed.

Sam finished up her shower, and dried off, grabbing her clothes. Walking out, she saw her sister and her best friend cuddled together, not quite asleep, but in that almost asleep and acting cutesy with each other phase.

"Hey, Samantha, do you think we could stay here tonight? I'm really comfortable and tired. I think your boyfriend may have broken me."

"He's not my boyfriend!" Sam shouted, throwing her fist up, ready for a punch.

"Ok, ok, ok… I get it. Sorry. But can we stay? Girls only night?" Melanie said, the words slipping off her lips, almost seductively looking at Carly as she spoke.

"You can stay if you want. I'm going home."

Sam headed out, and jumped into the elevator, heading toward the lobby, when she remembered that she still hadn't gotten her keys. She didn't want to see "sister super lesbian sexy" time if she could help it, so that left one choice. Grudgingly, she headed back up the elevator to go see Freddie.

* * *

Freddie shut off his webcam when he saw Sam coming out of the shower. Somehow respecting the girls' privacy was suddenly important to him. He changed into his pajamas and sat back at his desk, wondering if he should try and do his homework now, or if he should wait until the morning and until he was a bit more focused and relaxed. After doing a couple math problems, the answer became pretty obvious- he needed some shuteye.

Before he made it back over to the bed, he heard a knock at the main door. It was too late for it to be his mother, and he knew she wouldn't wake up for anything less than a bomb or the tracker alarm she put in him years ago. He opened the door, revealing Sam, and for some reason, just seeing her answer his questions very quickly.

She began to speak, but couldn't get a word out before he pulled her to him and kissed her harder and more passionately then he had ever kissed anyone, and after the initial shock was over at his actions, Sam was relaxed and had joined in, pushing her tongue into his mouth, her body practically melting into his arms. Freddie stopped and looked at her with a very sly look and grabbed her in his arms, and carried her into his room as if it were the cover of some romance novel.

The image didn't last very long, as Freddie tripped over the side of his bed, nearly dropping Sam to the floor, but luckily, he got her to the bed. He however, had gotten off balance and hit his shoulder on the night stand, narrowly avoiding nailing his head.

Freddie writhed on the floor for a second before Sam got up and pulled him onto the bed to lay him out and check his shoulder. Didn't look broken, but he was certainly going to have a bruise there tomorrow.

Sam laughed at his misfortune, and for a moment, it almost seemed like the old days when he'd get hurt and she's be there to crack a joke. Sam moved to straddle him and leaned down to kiss his shoulder.

Neither wanted to be the first talk, and for a short time, that was ok, they ould just look at each other. But it was brutally obvious that they wanted to say something to one another but the words just weren't there. For Sam though, the whole evening was worth this moment. The intimate connection, the look in his eyes, the way he carried her. She felt the flutter in her stomach in a way she never felt.

"I love you." They said in unison, then followed it up with nervous laughter. Sam climbed off Freddie and sat on the edge of the bed.

"Did not expect any of this… I actually just came up to get your key to my house."

"You were just over there with Carly, why not just get hers?"

"Well, if I'd have remembered, I would have. But once I left, going back meant I would risk seeing the big lesbian sex party that her and my sister are having."

Freddie did a bit of a double take, and really wanted to punch himself for turning the web chat off.

"…But I guess it was a good thing too," she said smiling just as slyly as Freddie did earlier, "Because this would have never happened if I didn't come here."

"Yeah, I certainly made your visit worthwhile" Freddie said sarcastically, motioning toward his shoulder.

"Don't beat yourself up over it… that's my job." Sam said, jokingly.

"Yeah, well, your key is-"

"Are we dating again?" Sam asked hurriedly, hoping against all hopes that he would say yes.

"I don't know, Sam." He looked on, kinda confused as to where the question came from, and the implications of his answer. "I mean, clearly, we are physically together, and we have been very together when things happen with us, but if a relationship was predicated on who we are physically with, then I would be in a relationship with you, Carly, and Melanie." He trailed off, staring at her. "But, I'm not against the idea that we get back together in the relationship sense. Things did get kinda bad the last time we tried this though."

Sam's eyes were practically dead, and her face was blushed. "Guess I better go then," she said, trying to leave as quickly as possible.

Before she could get to the bedroom door, Freddie was up and had his hands on her shoulder.

"Stop, Sam. I didn't say no… but I don't know if we can honestly say yes. I'm open to trying it though." Freddie always had a way of seeming so concerned in any situation, and when he looked at her, Sam's heart always skipped a beat.

Freddie took her by the hand, and twirled her around, at great pains to his shoulder, so that he was behind her, their arms crossed over each other. Kissing her neck, he whispered.

"I love you, and I think you should spend the night here. We've only fallen asleep together once, and that was the first night we were together. Or why don't we head over to your house and spend the night there. I will leave a note for my mom, and in the mean time, we can treat this like a date. How's that?"

Sam had goosebumps from the mere idea and spun around and kissed the teenage boy as deeply as she could.

"Pretty sure that's a yes…" he said, laughing. "Lead the way."

With that, Sam held Freddie's hand and led him out of the apartment, pausing only a second for Freddie to leave a note that he left early to exercise before heading to meet Carly and Sam, and for him to grab his keys.

They got on the elevator and didn't even wait for the doors to close before the began to kiss again. Sam loved that the longer she kissed Freddie, the lower his hands got on her back. It took some time, but she really enjoyed the way he'd grab her ass when they kissed long enough.

On the bus they paused from making out and talked about school stuff, iCarly ideas, and pretty much everything except what had happened over the last couple weeks. When the conversation died, Sam just put her head on Freddie's sore shoulder, which hurt, but he wouldn't let her know that. Anytime she would ask if he was hurting, he would just stroke her hair and kiss her forehead.

For the first time in weeks, Sam was feeling happy, with a happiness that wasn't connected to having something inside her. Before long, they finally reached their stop down the street from Sam's house. As the walked, the held hands, and randomly stopped for a few peck kisses before continuing on.

Using his key, Freddie opened up the door, and barely had gotten through it before Sam jumped him, wrapping her legs around his waist and arms around his neck. Freddie did his best to hold onto her, as she was killing his shoulder.

"You sure you want to be in my arms… remember last time?" he joked. She looked unphased, with a peaceful look on her face.

"You could drop me head first on the floor, and this would still be one of the best nights of my life."

"Well, let's hope it doesn't come to that."

Freddy held onto her and realized that this was actually the first time he'd really seen her house before, and while the place was a bit rundown, it certainly had a home-y feel to it. He also quickly realized that there wasn't really an easy place around to put her down.

"Sam, is there a soft place to sit or put you down on? I love the feel of you but my shoulder is starting to give."

"Shit! My bad." She hopped from his waist to the ground and pulled him by the arm into her bedroom. No sooner as they had entered the room, Sam pushed Freddie onto the bed and took her shirt and pants off, revealing just an undershirt and thong.

"Umm… Sam? I'm not sure what kind of first date this is, but I don't know if this is the kind of start we want to have. I mean, I know we have done this already, but-"

"Shut up… This is just how I sleep. Very comfortable. Might consider the same." She seemed somewhere between mischievous and annoyed. "Stay here. I'm gonna clean up and cut all the lights and everything off."

Freddie was not ashamed to check out her ass as she walked out. He took inventory as he looked over the room, wondering how many people had ever really gotten to see this room outside of her family. He noticed that her bed was a bit small for the two of them, and wondered if he made the wrong choice in coming here, when they were better off at his place. I'm here already, he thought, might as well. He took his shirt off, and took his pants off so he was just wearing his boxers. He threw back the comforter to reveal Looney Toons sheets, which made him chuckle.

"Laugh it up, nerd boy. These are the most comfortable sheets ever and I don't care how kiddie they look."

The lights went out as she flipped the switch, and any doubts about being here slipped from Freddie's mind when he saw her, silhouetted in the moonlight. His heart skipped a beat as she sauntered over to him and pushed him onto the bed, kissing him deeply as she mounted him.

He had to resist the urge to try and undress her, trying to maintain the idea of sleeping together with sleeping together. He pulled her down so that they were laying side by side, and a quick roll later, Freddie was on top of her.

He felt so happy, and by the look on her face as he peered where the moonlight shone, she felt the same way. She giggled between their kisses and he kissed her face, her neck and everywhere, prompting goosebumps again along with the laughing.

All at once, she stopped and just stared at Freddie. He was quizzical until he realized why she was staring.

Despite all his efforts, he couldn't help his physical response to attention and his erection was sliding up and down her leg, every so often rubbing against the fabric of her underwear.

"Sorry…" was all he could muster, before attempting to get off her.

She pulled him back on top.

"I will take it as a compliment, but just so you know, I'm rethinking this no sex on the first date idea."

Freddie's mind went wild. But deep down, he knew it was a bad idea to just fuck her. He needed to be careful and to try and respect her and the relationship they were attempting to have.

"Maybe we should cool off, Sam. I mean, I really want you, but I don't think it's the best idea if we want to approach this like responsible adults."

Sam just looked at him like he'd said the dumbest thing ever.

"Wow, Freddie. Thanks a lot. I certainly don't want to fuck you ever again either. I'm going to do the 'responsible' thing and go sleep on the couch. I'll see you in the morning." Sam pushed him off of her and stormed out of her room.

Freddie tried to get up and stop her but a quick punch to his sore shoulder put a damper on that.

"Just listen, Sam. I do love you, but we need to be responsible, and I want us to be able to make love, but if we want to have the best relationship possible, we can't just have sex all the time."

"Ummm… how is that not the best relationship ever? I want to wake up to you every morning, and go to sleep next to you every night. I want us to have to literally fight to get out of bed because we never want to spend a second apart. I want to spend every possible hour putting your penis in me and making love in every way that we possibly can. I went two weeks without you and its killing me to do this." Sam was already crying. "I want us to be together and I know I'm not being realistic, but it's what I want. I want you and no one else. I don't even care that you like Carly or want to fuck her. There are some days I feel the same way, and I don't even care if you do fuck her- if its what you want, go for it- but I want to belong to you. And I want us to be the main thing."

Freddie had honestly never heard Sam say so many words at once, and was taken aback by it all, but managed to respond in kind.

"I agree to all of that, and I do want this to happen, and if you think that us having sex is going to be the thing that maintains this relationship, I get it."

"It's not about that. I don't want any sort of rules to stop us from being happy or doing what we want. If we have a great date night, and we are comfortable, and I want to fuck, then there shouldn't be a sign, which we made by the way, stopping us."

Freddie just kinda stared at her, and was a bit ashamed this time when he looked her over in the light. He took a step forward and embraced her. He kissed her head and just whispered, "Ok," and then got out of her way, sitting down on the bed.

She took a step out the door when she stopped, turned around, and leaped onto the unsuspecting teen.

"Maybe we won't have sex tonight anyway, but if something comes up, the consideration should be there. Deal?"

"Sounds good to me."

And just like that, the two resumed what they were doing minutes before, rolling around on the bed, and eventually, Sam planted herself on top of Freddie's side, and laid her head down on his chest, as if to mark her sleeping spot. He wrapped an arm around her to keep her comfortable there.

It was weird for Freddie to see Sam this way… almost like a kitten or a puppy that only wants cuddling, love, and attention. He secretly loved the idea of being able to baby the normally strong willed girl.

He kissed her forehead a few times, as he relaxed prepared for sleep, and after a few, she met his mouth with hers. A few deep kisses later and she rolled on top of him completely. She looked at him, and bit her lip as she sat up on him. She crossed her arms at the bottom of her shirt, and lifted slowly, doing her best not to break eye contact with him, until it was over her head. She flung the shirt onto a pile of clothes in the corner and took Freddie's hands and guided them all over her stomach and sides.

Even before the touch, Freddie was trying to resist the urges for sex, just content to watch her form in the soft light of the night, and his erection became incredibly apparent to them both when Sam started giving him the guided tour of her upper body.

Freddie began to pull away, but he remembered what Sam had asked for, and just relaxed. If they were going to have sex, they were going to have sex- no reason to try and stop the inevitable and what came naturally.

As Sam felt the stiffening of his member, she moved Freddie's hands to her breasts as she rubbed herself up and down the length of his member, sliding it as close to her wettening pussy as the thin fabrics would allow.

"What do you want to do?" She asked, eyes closed, enjoying his hands as they kneaded her breasts, and the feeling of his member at her entrance.

"If it's what you want, I want it too," he said, focusing less on the breast worship and more on looking her in the eyes as he spoke.

Sam shifted for only a second before she pulled her thong off, and tossed it aside. Quickly maneuvering Freddie's boxers and opening them, she was able to pull out his member and line it up with her love hole.

Lifting up and arching her back, she lowered herself slowly on his hardened cock. As inch by inch entered her, she began to feel so full and that he was too big for her, as if this was her first time.

Freddie couldn't believe how tight she felt, chalking the experience up to slow sexuality rather than the fast paced fuck fests the two of them had previously been involved with. After a full minute had gone by, she had finally worked his entire member inside herself, a feeling that was just as much painful as it was pleasurable.

Once Sam felt like he was definitely not slipping out of her, she leaned forward and kissed him as she felt the length of his cock exit and enter her again. A feeling that was unmatched until Freddie slowly began to thrust with the deepness of her kisses, which only made the kisses deeper. He did this very slowly compared to what he was used to with her, usually content to pound and slam his member in and out of her. Tonight, it was about savoring every moment and feeling.

Eventually, Freddie must have hit the right spot, as the blonde began to moan into his mouth, finally breaking contact to scream in rapture of this moment and after a couple moments, her orgasm subsided.

Freddie, maintaining his position inside her, flipped her so he was on top, and began to thrust into her missionary style. The two just stared and smiled at each other as they went, kissing every so often, as he held her body to push into her, and she held him so she could more easily take it. They made love like this for a few minutes, when he sat up a bit and grabbed her ankles, stretching her legs out in each direction.

Freddie may have bottomed out inside of her when she was on top, but she swear he seemed so much bigger in this position, using her outstretched legs to pull into her and push out of her. Once he developed a rhythm, Sam began to experience her second orgasm of the session, and it became brutally clear that he didn't have long left before he came either.

"I'm close." Freddie said, biting his lip to stay focused.

Sam had to really resist the urge to tell him to come inside her, but she managed to get something out in time.

"I want it in my mouth."

Freddie pulled out of Sam as she lay herself sideways, facing his member and quickly took as much as she could into her mouth. Freddie, not wanting her to feel subserviced, began to finger her with his three middle fingers, trying to find the same rhythm and placement he had with her earlier.

About the time he found it, Sam had gotten accustomed to his cock in her mouth and began to bob her head up and down, swallowing almost six of his inches with each attempt. Freddie's fingers worked their magic, and she began moaning into his cock, desperate for his seed, and before she even realized it, that animalistic version of herself was free again. She sucked harder and faster on his member, bobbing her head up and down, trying to keep her hair from her face.

Sam knew it was time when Freddie's free hand went to the back of her head as he began grunting, and as soon as she felt the first shot, she stopped all her actions and let the cum just fire inside her mouth, and eventually, after a quick taste, went down her throat. Just as she finished swallowing, her body began to shiver from the oncoming orgasm as she came all over Freddie's hands.

The two teens were absolutely spent, and they could hat have been happier with this result. Breathing heavily, they embraced one another, and began to spoon and cuddle. Within five minutes, they were both fast asleep.

* * *

On the other side of town, Carly and Melanie lay in just tops and panties half asleep in Carly's bed. The two were so entangled in one another, kissing and petting each other, that they might as well have been in their own little world. Now that they were absolutely sure that Sam wouldn't be interrupting them, they began to take things further.

Carly giggled, running her hands over the front of Melanie's sleep shirt. "You know, you did me a favor in the shower, and I don't think I've repaid you yet." Like a badger, she burrowed deep into her own sheets and moved between the blonde's legs. In half a second, the nubile teen had Melanie's panties off and lost in the see of sheets. She wasted no time diving her tongue deep into Melanie's slit.

The blonde gripped tight on the sheets, arching her back in pleasure, which pushed her parts further into Carly's face, allowing for better access. As Melanie reared her head back, eyes rolling back in her head as Carly orally pleased her in ways she never thought she could feel, she moaned as silently as possible, unsure if Spencer was still awake. After a few more licks, Melanie had to grab a pillow to cover her mouth and silence her now audible screaming.

Carly knew what she was doing, driving her best friend's sister wild with desire, and didn't hesitate to hit Melanie's clitoris as many times as she could with her tongue. Carly carefully stretched the blonde's lips apart with her fingers, finding another way to further torture her with ecstasy.

Melanie had stopped grabbing the sheets, and was now fondling herself, and pinching her nipples, trying to contain her moans as Carly ate her out. Finally, unable to resist, she grabbed Carly's hair and pulled her up, and began to kiss her, the juice from Melanie's pussy dribbling down their lips.

In between kisses, Melanie managed to get out, "Care for a little 69?"

Carly didn't even have to say a word, and she got on top of Melanie, sliding her body down Melanie's paying special attention to her breasts before she went right back to work on the teen's completely shaved pussy. Melanie grabbed onto the peach that was Carly's ass, feasting on the girl's neatly trimmed areas, circling the lips with her tongue.

Carly focused on Melanie's clit with her tongue, but she began to rapidly thrust two fingers in and out of the girl's sweet love hole. Melanie responded in kind and alternated licking along her clit and running her tongue around Carly's asshole. Carly almost cooed at the feeling and it was so nice as she moaned deep into Melanie's pussy. Each girl continued their oral assault until each was on the absolute brink of orgasm.

Melanie broke first, body absolutely shaking as she groaned and moaned into Carly's pussy, sending vibrations down that sent chills of pleasure down Carly's spine as she lapped up the pussy juices from Melanie. Despite being absolutely drained, Melanie continued tonguing Carly's clit as well as she could. That work paid off when the petite brunette finally came hard, nearly splashing all over Melanie's face.

Once Carly had stopped convulsing, she took her place with Melanie and the two fell into a deep sleep.

* * *

Saturday morning arrived too soon for Sam and Freddie. For nearly an hour after waking up, the two just cuddled, and kissed and honestly talked about their relationship. For Freddie, it was hard to imagine that this kind of a real relationship could be formed out one crazy night of passion, let alone with someone like Sam. But there they were, in each other's arms, fingers entwined, and genuinely discussing the future that they see with one another. It won't be long before they graduate from school, and they talked about the possibilities of getting married over the summer before he went off to school.

It didn't matter how unrealistic it all was. They were just kids talking about possibilities, and who could say any of that would come true, but there was no doubt for either of them that they would be in each other's lives forever.

The two made love twice more that day, once in her bed and once in the kitchen. They made out several times, including once that got ridiculously steamy in the shower. Sam and Freddie never left each other's side the whole day, and never even had a fight. As far as either of them could tell, this was perfect.

* * *

Meanwhile, Carly and Melanie were having a very different morning, filled with sticky sheets, more sex, and the eventual barging in of her brother Spencer, catching the two in the act. While he may have been able to shrug off when he caught Carly masturbating, seeing his little sister scissoring someone who looked just like her best friend was not so easy. Eventually, he would talk to Carly about all this, but today was not the day to do it… and the next five years weren't looking to great either.

The girls were embarrassed to be caught, but they had no regrets. The rest of the day, they spent fully clothed, but ever close. Things may have been awkward at best, but the girls were happy, and that's what counted.

* * *

**Been meaning to add this for a while- New story has been added "Who I Did on My Summer Vacation- a sequel to this story that crosses over with Victorious. Hope everyone will check it out. Thanks to one and all who read, reviewed, and commented.**


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